Module 5: Corporate Law Flashcards Preview

MOS 2275: Business Law > Module 5: Corporate Law > Flashcards

Flashcards in Module 5: Corporate Law Deck (15)
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1
Q

identification theory

A

a theory specifying that a corporation is liable when the person committing the wrong is the corporation’s directing mind

2
Q

directing mind

A

an individual who exercises decision making authority in matters of corporate policy

3
Q

regulatory offence

A

an offence contrary to the public interest

4
Q

self-dealing contract

A

a contract in which a fiduciary has a conflict of interest i.e. luke the corporate director wants to buy from luke the individual

5
Q

indemnification

A

the corporate practice of paying the litigation expenses of officers and directors for lawsuits related to corporate affairs

6
Q

lifting the corporate veil

A

determining that the corp is not a separate legal entity from its shareholders

7
Q

preferred share

A

a share or stock that has a preference in the distribution of dividends and the proceeds on the dissolution

8
Q

common share

A

a share that generally has a right to vote, share in dividends, and share in proceeds on dissolution

9
Q

proxy

A

a person who is authorized to exercise a shareholder’s voting rights

10
Q

pre-emptive right

A

a shareholder’s right to maintain a proportionate share of ownership by purchasing a proportionate share of any new stock issue

11
Q

dissent and appraisal right

A

the right of shareholders who dissent from certain fundamental changes to the corporation to have their shares purchased by the corporation at a fair price

12
Q

derivative action

A

a suit by a shareholder on behalf of the corporation to enforce a corporate cause of action

13
Q

oppression remedy

A

a statutory remedy available to shareholders and other stakeholders to protect their corporate interests ; most widely used in canada; applies when the actions or ommissions of the corp or its directors have oppressed or unfairly disregarded or prejudiced the interests of the shareholders ; avail when the reasonable expectations of the SH about mgmt conduct have not been met

14
Q

shareholder’s agreement

A

an agreement that defines the relationship among people who have an ownership interest in a corporation

15
Q

winding up

A

the process of dissolving a corporation