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Shareholder - Law Dictionary Search Results

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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...


derivative action

derivative action : a suit brought by a shareholder on behalf of a corporation or by a member on behalf of an association to assert a cause of action usually against an officer which the corporation or association has itself failed to assert for its injuries called also derivative suit shareholder's derivative suit compare direct action NOTE: A shareholder or member bringing a derivative action must describe in the complaint attempts to obtain action from the corporate directors or association authorities, or from other shareholders or members, and the reasons these attempts failed. The plaintiff must fairly and adequately represent the other similarly situated shareholders or members, and the action may not be collusive. Federal Rule of Civil Procedure 23.1 governs derivative actions brought in federal court. ...


Cost-book mining companies

Cost-book mining companies. The statutory regulations relating to these Companies are contained in the Stannaries Acts, 1869 (32 & 33 Vict. c. 19) and 1887 (50 & 51 Vict. c. 43), and the Companies Act, 1929. The Latter Act (s. 357) has preserved the then existing provisions of the earlier Acts. Subject to the statutory provisions, it maybe said that these companies are formed thus:-A number of adventures, who have obtained permission from the landowner to work a lode, assemble; they decide on the number of shares into which their capitalis to be divided, and the number to be allotted to each; they appoint an agent, commonly called a purser, for the purpose of managing the affairs of the mine, and enter in a book, called the cost book, the minutes of their proceedings, which are signed by all present. A license to try for ores, for twelve months, or some short period, is then obtained; followed, if the search be promising, by a set, that is, a lease of the minerals, or a license to ding...


Amalgamation

Amalgamation, in amalgamation two or more companies are fused into one by merger or by taking over by another. Reconstruction or 'amalgamation' has no precise legal meaning. The amalgamation is a blending of two or more existing undertakings into one undertaking, the share-holders of each blending company become substantially the shareholders in the company which is to carry on the blended undertakings. There may be amalgamation either by the transfer of two or more undertakings to a new company, or by the transfer of one or more undertakings to an existing company. Strictly 'amalgamation' does not cover the mere acquisition by a company of the share capital of other company which remains in existence and continues its undertaking but the context in which the term is used may show that it is intended to include such an acquisition, Saraswati Industrial Syndicate Ltd. v. C.I.T., 1990 Supp SCC 675 (679).Amalgamation, in an amalgamation two or more companies are fused into one by merger o...


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...


annual meeting

annual meeting : a meeting of shareholders that the law requires a corporation to hold each year for the election of directors and the transaction of other business compare special meeting NOTE: In order for a vote taken at an annual meeting to be valid, shareholders must have received notice of the time, place, and date of the meeting within a certain period, and there must be enough shareholders present to make a quorum. ...


spin-off

spin-off : a transfer of corporate assets to a subsidiary in return for a distribution to the shareholders of the corporation of all of the stock or controlling stock of the subsidiary without surrender of any stock by the shareholders of the corporation : a D reorganization involving a distribution of the stock of another company to the corporation's shareholders ;also : a new company created by such a distribution compare split-off, split-up ...


capital contribution

capital contribution : a contribution of funds or property to the capital of a business by a partner, owner, or shareholder NOTE: Under the Internal Revenue Code, a capital contribution is generally excluded from a company's gross income, unless it is a loan from a shareholder that the company is released from repaying. ...


Option agreement

Option agreement, means a share transfer restric-tion that commits the shareholder to sell, but not the corporation or other shareholders to buy, the shareholder's shares at a fixed price when a specified event occurs, Black's Law Dictionary, 7th Edn., p. 1122....


Interest

Interest, an interest for the purposes of the regula-tion was not limited to a direct financial interest and included membership of a panel such as the panel of which the claimant's solicitors were members that, therefore, the Claimant's Solicitors had had an interest in recommending the insurance which they recommend to her; that, in the circumstances, there had not been sufficient disclosure of that interest; and that, accordingly, there had been a material breach of regulation 4(2)(e)(ii) and the conditional fee agreement was unenforceable [See (English) Conditional Fee Agreements Regulation, 2000 (SI 2000/692), reg. 4(2)(c)(e)(ii)], Garrett v. Halton BC, (2007) 1 WLR 554 CA Cir.Interest, inter alia as the compensation fixed by agreement or allowed by law for the use or detention of money, or for the loss of money by one who is entitled to its use; especially, the amount owed to a lender in return for the use of the borrowed money [Black's Law Dictionary (7th Edn.) pp. 393-94 para 3...



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