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Bus Law Vocab Terms Final
Gonsalves Los Medanos
19
Business
Undergraduate 2
05/12/2014

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Term
Apparent authority
Definition
Authority that is only apparent, not real. In agency law, a person may be deemedto have had the power to act as an agent for another party if the other party's manifestations to a third party led the third party to believe that an agency existed when, in fact, it did not.
Term
Fiduciary
Definition
a person having a duty created by his or her undertaking to act primarily for another's benefit in matters connectedwith the undertaking. A relationship founded on trust and confidence.
Term
Power of attorney
Definition
a written document, which is usually notarized, authorizing another to act as one's agent; can be special ( permitting the agent to do specified acts only) or general ( permitting the agent to transact all business for the principal )
Term
vicarious liability
Definition
legal responsibility placed on one person for the acts of another; indirect liability imposed on a supervisory party ( such as an employer) for the actionsof a subordinate (such as an employee) because of the relationship between two parties.
Term
Corporation
Definition
a legal entity formed in compliance with statutory requirements. The entity is distinct from its shareholder owners.
Term
General partner
Definition
in a limited partnership, a partner who assumes responsibility for the management of the partnership and liability for all partnership debts.
Term
Joint and severable liability
Definition
in a partnership law, a doctrine under which a plaintiff may sue, and collect a judgment from, all of the partners together (jointly) or one or more of the partners separately ( severally or individually ).
Term
Limited liability company
Definition
a hybrid form of business enterprise that offers the limited liability of the corporation and the tax advantages of a partnership.
Term
Business judgment rule
Definition
a rule that immunizes corporate management from liability for actions that result in corporate losses or damages if the actions are undertaken in good faith and are within both the power of the corporation and authority of management to make.
Term
Bylaws
Definition
a set of governing rules adopted by a corporation or other association.
Term
"Closed corporation " ( might be close corporation in book ) close corporation
Definition
a corporation whose shareholders are limited to a small group of persons, often family members. In a close corporation, the shareholders' rights to transfer shares to others are usually restricted.
Term
dividend
Definition
a distribution to corporate shareholders of cirporate profits or income, disbursed in proportion to the number of shares held.
Term
Domestic corporation
Definition
in a given state, a corporation that does business in, and is organized under the law of, that state.
Term
Foreign corporation
Definition
in a given state, a corporation that does business in the state without being incorporated therein.
Term
Pierce the corporate veil
Definition
an action in which a court disregards the corporate entity and holds the shareholders personally liable for corporate debts and obligations.
Term
Preemptive rights
Definition
rights held by shareholders that entitle them to purchase newly issued shares of a corporation's stock, equal in percentage to shares already held, before the stock is offered to any outside buyers. Preemptive rights enable shareholders to maintain their proportionate ownership and voice in the corporation.
Term
Proxy
Definition
in corporate law, a written agreement between a stockholder and another party in which the stockholder authorizes the other party to vote the shareholder's shares in a certain mannor.
Term
Quorum
Definition
the minimum number of members of a decision -making body that must be present before business may be transacted.
Term
Stock certificate
Definition
a certificate issued by a corporation evidencing the ownership of a specified number of shares in the corporation.
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