Business Law

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Business Law
2011-05-02 21:09:57
Chapter Thirty Eight

Corporations - Formation and Financing
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  1. A Latin term meaning beyond the powers; in corporate law, acts of a corporation that are beyond its express and implied powers to undertake.
    Ultra Vires (Pronounced uhl-trah vye-reez)
  2. A designation in the United States for a corporation formed in another country but doing business in the United States.
    Alien Corporation
  3. The document filed with the appropriate governmental agency, usually the secretary of state, when a business is incorporated; state statutes usually prescribe what kind of information must be contained in the ____.
    Articles of Incorporation
  4. A certificate that evidences a corporate (or government) debt. It is a security that involves no ownership interest in the issuing entity.
  5. A set of governing rules adopted by a corporation or other association.
  6. A corporation whose shareholders are limited to a small group of persons, often including only family members. The rights of shareholders of a ____ usually are restricted regarding the transfer of shares to others.
    Close Corporation
  7. To mix together. To put funds or goods together into one mass so that the funds or goods are so mixed that they no longer have separate identities. In corporate law, if personal and corporate interests are _____ to the extent that the corporation has no separate identity, a court may pierce the corporate veil and expose the shareholders to personal liability.
  8. Shares of ownership in a corporation that give the owner of the stock a proportionate interest in the corporation with regard to control, earnings, and net assets; shares of _____ are lowest in priority with respect to payment of dividends and distribution of the corporation's assets on dissolution.
    Common Stock
  9. In a given state, a coporation that does business in, and is organized under laws of, that state.
    Domestic Corporation
  10. In a given state, a corporation that does business in the state without being incorporated therin.
    Foreign Corporation
  11. A company whose business activity is holding shares in another company.
    Holding Company
  12. To disregard the corporate entity, which limits the liability of shareholders, and hold the shareholders personally liable for a corporate obligation.
    Pierce the Corporate Viel
  13. Classes of stock that have priority over common stock both as to payment of dividends and distribution of assets on the corporation's dissolution.
    Preferred Stock
  14. ____ is a financing method by which a company sells equity in an existing business to a private or institutional investor.
    Private Equity Capital
  15. The portion of a corporation's profit that has not been paid out as dividends to shareholders.
    Retained Earnings
  16. A close business corporation that has met certain requirements as set out by the Internal Revenue Code and thus qualifies for special income tax treatment. Essentially, an _____ is taxed the same as a partnership, but its owners enjoy the privilege of limited liability.
    S Corporatin
  17. Generally, corporate stocks and bonds. A security may also be a note, debenture, stock warrant, or any document given as evidence of an ownership interest in a corporation or as a promise of repayment by a corporation.
  18. An equity (ownership) interest in a corporation, measured in units of shares.
  19. Capital (funds and other assets) provided by professional, outside investors (venture capitalists, usually groups of wealthy investors and investment banks) to start new business ventures.
    Venture Capital