Corporate Law Terms Flashcards

9487313586	Dividend	Money paid to shareholders	0
9487313587	Insolvency	Being unable to pay one's debts	1
9493831233	Types of Partnerships	1. General 2. Limited 3. Limited Liability	2
9493834394	Sole Proprietorship	A single owner with the sole responsibility of making decisions.	3
9493841577	General partnership	When there are two or more persons with fiduciary duties to each other and each possessing the agency to act on behalf of the other person.	4
9493857373	Limited partnership	Partnership designed to mitigate the pitfalls of a general partnership by reducing the liability of the people involved.	5
9493860668	Partnership	Relationship subsisting between two or more persons carrying on business with a view to profit (s. 2 of Ontario Partnerships Act)	6
9493872035	Limited Liability partnership	Greatest limits on liability here.	7
9493875932	Business Corporation	A company characterized by its separate legal personality, limited liability, centralized management, perpetual life, and the transferability of shares.	8
9494200083	Capital	Money or assets owned by a person or organization to be contributed to a specific cause, like starting a company or investing.	9
9494538895	Sham doctrine	When a taxpayer tries to disguise a transaction and make it seem like something it's not ~ involving deceit ~ so the tax collector doesn't understand the true nature of the transaction [Stubart Investments Ltd] SCC by Justice Estey	10
9494808527	Capital gains taxes [CGT]	Taxation on profit from the sale of a non-inventory asset that was greater than the amount realized on the sale. Usually sale of stocks, bonds, property, and precious metal.	11
9494841526	Rollover provision	Allowing for the deferral of capital gains tax on the sale of a capital asset if the capital gain is reinvested within.	12
9495032966	Winding up	Process of liquidating assets of corporation or partnership, settling accounts, paying debts, distributing remaining assets among shareholders or partners, and then dissolving the business.	13
9495226908	Aggregate view of partnerships	As opposed to entities--divisible people or separate w/ a firm personality...?	14
9502539103	Classes of Corporations [under Ontario Extra-Provincial Corporations Act]	Class 1 - province other than Ontario Class 2 - territory or federal corporation Class 3 - outside Canada	15
9502718402	inter alia	among other things	16
9502735236	Three-cornered amalgamation	When target company amalgamates with the subsidiary of a foreign buyer that was incorporated for the purpose of that amalgamation, from which resident shareholders receive exchangeable shares of the amalgamated company "which are exchangeable into the buyer."	17
9502929526	Securities	Trade-able financial asset	18
9503059922	Prospectus	Legal document providing information about an investment offering of sale to the public.	19
9503104228	Closely-held corporation (CHC)	Limited number of shareholders, stock traded on occasion.	20
9503221401	Fixed asset	Long-term tangible piece of property, plant, or equipment that a firm owns and uses to generate income not expected to be consumed or converted to cash within a year. Also known as capital assets.	21
9506014229	Paid up capital	Amount received by a corporation from shareholders in exchange for shares of stocks. Created when company sells shares on the primary market, directly to investors.	22
9506041217	Remit taxes	Send back.	23
9506481943	Involuntary Creditor		24
9506481944	Voluntary Creditor		25
9516584095	Absolute prohibition on shares limited in time	May be valid if the time limit is reasonable + necessary in the circumstances with an ABSOLUTE cap at 5 years.	26
9516584096	Consent restrictions on shares	No transfer is valid or effective until approved by directors or shareholders or both, or certain proportion of both.	27
9516603523	Squeeze-out	Compulsory sale of shares of minority shareholders for which fair cash compensation is received (leaving the remaining shareholders in a position to dictate plan of merger).	28
9516669348	First-option restrictions on shares	Must offer other shareholders shares @ specified price before selling to outside (other shareholders under no obligation to buy)	29
9516703206	Special event restraints	At a special time or on the happening of a certain event one party offers shares to the others by a certain procedure and at a specified price.	30
9516738622	Buy out restraint on shares contingent on death	Contingent on same events as special time or event buy-outs. But there is a binding requirement of other shareholders to buy shares.	31
9516742055	Buy-sell agreement restraint on shares	Agreement between ALL shareholders that provides that on the death of a shareholder his executors must sell his shares to the remaining shareholders at a certain price and the shareholders must buy them.	32
9517258067	Unanimous shareholder agreement	Requires restrictions on the powers of directors to manage or supervise management of business of corporation.	33
9518468061	Breach of warranty for authority		34
9518741976	Ultra vires doctrine	Rule that one corporation, especially in memorandum jurisdiction, has no legal capacity to act in any way not specifically authorized by its incorporating documents. Can only act if it is within corporate powers.	35
9518957464	Shell company	Inactive company used as a vehicle for financial maneuvers or kept dormant for future use.	36
9528107610	Hedge fund	Limited partnership of investors using "high risk methods" (like investing on borrowed money) to produce large capital gains.	37