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

identification theory

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

2

directing mind

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

3

regulatory offence

an offence contrary to the public interest

4

self-dealing contract

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

indemnification

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

6

lifting the corporate veil

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

7

preferred share

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

8

common share

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

9

proxy

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

10

pre-emptive right

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

11

dissent and appraisal right

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

derivative action

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

13

oppression remedy

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

shareholder's agreement

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

15

winding up

the process of dissolving a corporation