Shareholder Control Agreement - Law Dictionary Search Results

Home Dictionary Name: shareholder control agreement

shareholder control agreement

shareholder control agreement : a written unanimous agreement of shareholders that transfers control of specified areas of corporate governance (as election of directors and officers, issue of dividends, employment of shareholders, or arbitration of disputes) from directors and officers to the shareholders ...

pierce

pierce pierced pierc·ing : to see through the usually misleading or false appearance of [the object of summary judgment is to the pleadings and allow a judgment on the merits "J. H. Friedenthal et al."] [the Internal Revenue Service may attempt to the plain meaning of the agreement "W. M. McGovern, Jr. et al."] pierce the corporate veil : to disregard the corporate entity and reach the personal assets of the corporation's controlling parties : hold the controlling parties (as officers or shareholders) of a corporation personally liable for wrongful acts or debts of the corporation [a…creditor in New York cannot pierce the corporate veil solely on grounds of inadequate capitalization "R. C. Clark"] compare corporate immunity at immunity NOTE: An action to pierce the corporate veil is usually grounded on the corporation's being an instrumentality or alter ego of the officers or shareholders and on some misuse (as fraud) of the officers' or shareholders' control over the...

trust

trust 1 a : a fiduciary relationship in which one party holds legal title to another's property for the benefit of a party who holds equitable title to the property b : an entity resulting from the establishment of such a relationship see also beneficiary, cestui que trust, corpus declaration of trust at declaration, principal, settlor NOTE: Trusts developed out of the old English use. The traditional requirements of a trust are a named beneficiary and trustee (who may be the settlor), an identified res, or property, to be transferred to the trustee and constitute the principal of the trust, and delivery of the res to the trustee with the intent to create a trust. Not all relationships labeled as trusts have all of these characteristics, however. Trusts are often created for their advantageous tax treatment. accumulation trust : a trust in which principal and income are allowed to accumulate rather than being paid out NOTE: Accumulation trusts are disfavored and often restricted...

merger

merger 1 : the absorption of a lesser estate or interest into a greater one held by the same person compare confusion 2 : the incorporation and superseding of one contract by another 3 a : the treatment (as by statute) of two offenses deriving from the same conduct such that a defendant cannot be or is not punished for both esp. when one offense is incidental to or necessarily included in the other [a of offenses in a statute] [a of convictions] b : the doctrine according to which such offenses must be merged compare double jeopardy NOTE: Merger commonly involves the interpretation of statutes and legislative intent in deciding whether two or more offenses deriving from the same conduct remain distinct. 4 : a doctrine in civil litigation: a judgment in favor of a plaintiff incorporates and supersedes the cause of action and any claims based on it and requires that further litigation in the case by the defendant be concerned with the judgment itself compare bar estoppel by judg...

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