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Corporate Glossary > > >  General Legal   ADA    Franchise    Class Action    Banking & Financial    Business    Employment    Entertainment    Intellectual Property    Internet    Litigation    Real Estate    A  |   B  |   C  |   D  |   E  |   F  |   G  |   H  |   I  |   J  |   K  |   L  |   M  |   N  |   O  |   P  |   Q-R  |   S  |   T  |   U-V  |   W-Z  |   A Alter Ego: A corporation, organization or other entity set up to provide a legal shield for the person actually controlling the operation. Alternative Pleading: A legal fiction in which a party to a lawsuit or a defendant charged with a crime can plead two ways. Antitrust Laws: Acts adopted by Congress to outlaw or restrict business practices considered to be monopolistic or which restrain interstate commerce. Articles of Incorporation: The basic charter of a corporation which spells out the name, basic purpose, incorporators, amount and types of stock which may be issued, and any special characteristics such as being non-profit. Back to Top B Board of Directors: The policy managers of a corporation or organization elected by the shareholders or members. The board in turn chooses the officers of the corporation, and any special characteristics such as being non-profit. Book Value: A determination of the value of a corporation's stock by adding up the stated value of corporate assets as shown on the books (records) of a corporation and deducting all the liabilities (debts) of the corporation. Back to Top C Call: The deman by a corporateionthat a stockholder pay an installment or assessment on shares already owned. Capital Stock: The original amount paid by investors into a corporation for its issued stock. Capitalization: The act of counting anticipated earnings and expenses as capital assests for accounting purposes. Capitalized Value: Anticipated earnings which are discounted so that they represent a more realistic current value since projected earnings do not always turn out favorably. Cartel: An arrangement among supposedly independent sorporations or national monopolies in the same industrial or resource development field organized to control distribution, set prices, etc. Certificate of Incorporation: Document which some states issue to prove a corporation's existence upon the filing of articles of incorporation. Charter: The name for articles of incorporation in some states, as in a coporate charter. Churning: The unethical and usually illegal practice of excessive buying and selling of shares of stock for a customer by a stockbroker or sales agent for the purpose of obtaining high sales commissions. Close Corporation: A corporation which is permitted by state law to operate more informally than most corporations and has only a limited number of shareholders. Common Stock: Stock in a corporation in which dividends are calculated upon a percentage of net profits, with distribution determined by the Board of Directors. Corporate Opportunity: A business opportunity which becomes known to a corporate official due to his/her position within the corporation. Cumulative Voting: In coprorations, a ssystem of voting by shareholders for directors in which the shareholder can multiply his voting shares by the number of candidates and vote them all for one person. Back to Top D De Facto Corporation: A company which operates as if it were a corporation although it has not completed the legal steps to become incorporated. De Jure Corporation: A corporation in good standing under the law, as compared to a de facto corporation which is acting while not filling the legal requirements. Back to Top E Back to Top F Back to Top G Back to Top H Back to Top I Back to Top J Back to Top K Back to Top L Back to Top M Back to Top N Back to Top O Back to Top P Back to Top Q-R Back to Top S Stock Certificate: Printed document which states the name, incorporation state, date of incorporation, the registered number of the certificat, the number of shares of stock in a corporation the certificate represents. Subchapter S Corporation: The choice by a small corporation to be treated under "subchapter S" by the IRS, which allows the corporation to be treated like a partnership for taxation purposes. Back to Top T Treasury Stock: Stock of a private corporation which was issued and then bought back by the corporation or otherwise reacquired by the corporation. Back to Top U-V Unissued Stock: A corporation's shares of stock which are authorized by its articles of incorporation, but have never been issued. Back to Top W-Z Watered Stock: Shares of stock of a corporation which have been issued at a price far greater than true value. Wind Up: To liquidate assets of a corporation or partnership. Winding Up: Liquidating the assets of a corporation or partnership, settling accounts, etc. Back to Top

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