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Flashcards in chapter 29 Deck (32):
1

a legal entity formed in compliance with statutory requirements that is distinct from its shareholder-owners

corporation

2

a distribution of corporate profits to the corporation's shareholders in proportion to the number of shares held

dividend

3

the portion of a corporations profits that has not been paid out as dividends to shareholders

retained earnings

4

a company whose business activity is holding shares in another company

holding company

5

in a given state, a corporation that is organized under the law of that state

domestic corporation

6

in a given state, a corporation that does business in that state but is not incorporated there

foreign corporation

7

a corporation formed in another country but doing business in the US

alien corporation

8

a corporation whose shareholders are limited to a small group of persons, often only family members

close corporation

9

a close business corporation that has most corporate attributes, including limited liability, but qualifies under the internal revenue code to be taxed as a partnership

s corporation

10

the document containing basic information about the corporation that is filed with the appropriate state official, usually the secretary of state, when a business is incorporated

articles of incorporation

11

the internal rules of management adopted by a corporation at its first organizational meeting

bylaws

12

acts of a corporation that are beyond its express and implied powers to undertake

Ultra Vires

13

the action of a court to disregard the corporate entity and hold the shareholders personally liable for corporate debts and obligations

piercing the corporate veil

14

to put funds or goods together into one mass so that they are mixed to such a degree that they no longer have separate identities, as when personal and corporate interests are mixed together to the extent that the corporation has no separate identity

commingle

15

generally, stocks,, bonds, or other items that represent an ownership interest in a corporation or a promise of repayment of debt by a corporation

securities

16

an ownership interest in a corporation, measured in units of shares

stock

17

a security that evidences a corporate debt

bond

18

agreement between the issuer of a bond and the bondholder that sets out the terms and features of the bond issue

bond indenture

19

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. common stock is lowest in priority with respect to payment of dividends and distribution of the corporations assets and dissolution

common stock

20

stock that has priority over common stock as to payment of dividends and distribution of assets on the corporations dissolution

preferred stock

21

financing provided by professional, outside investors to new business ventures

venture capital

22

funds invested by a private equity firm in an existing corporation, usually to purchase and reorganize it

private equity capital

23

the legal combination of two or more corporations in such a way that only one corporation continues to exist, having acquired all of the assets and liabilities of the other corporation

merger

24

the legal combination of two or more corporations in such a way that the original corporations cease to exist, and a new corporation emerges with all their assets and liabilities

consolidation

25

a transaction in which some or all of th shares of one corporation are exchanged for some or all of the shares
of another corporation, but both corporations continue to exist

share exchange

26

merger that can be accomplished without the approval of the shareholders of either corporation because one company owns at least 90 percent of the outstanding shares of each class of stock of the other corporation

short-form merger

27

the right of a dissenting shareholder, who objects to a merger or consolidation of the corporation, to have his or her shares appraised and to be paid the fair value of those shares by the corporation

appraisal right

28

corporation to be acquired in a corporate takeover

target corporation

29

the acquisition of control over a corporation through the purchase of a substantial number of the voting shares of the corporation

takeover

30

an offer made by one company directly to the shareholders of another company to purchase their shares of stock

tender offer

31

the formal disbanding of a corporation, which can take place by (1) an act of the state, (2) an agreement of the shareholders and the board of directors, (3) the expiration of a time period stated in the certificate of incorporation, or (4) court order

dissolution

32

in a corporate dissolution, a court appointed person who winds up corporate affairs and liquidates corporate assets

receiver