The Law of Corporations and Other Business Organizations
Chapter Glossary
authorized shares | The total number of shares, provided for in the articles or certificate of incorporation, that the corporation is authorized to issue.
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bond | A document that states a debt owed by a company or a government. The company, government, or government agency promises to pay the owner of the bond a specific amount of interest for a set period of time and to repay the debt on a certain date. A bond, unlike a stock, gives the holder no ownership rights in the company.
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capital surplus | Property paid into a corporation by the shareholders in excess of capital stock liability.
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collateral | Money or property subject to a security interest.
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commercial paper | A negotiable instrument related to business; for example, a bill of exchange. Sometimes, the word is restricted to a company’s control.
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common stock | Shares in a corporation that depend for their value on the value of the company. These shares usually have voting rights (which other types of company stock may lack). Usually, they earn a dividend (profit) only after all other types of the company’s obligations have been paid.
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conversion rights | Rights, often granted to preferred shareholders with the issuance of preferred stock, that allow the preferred shareholders to convert their shares of preferred stock into common stock at some specific point in time, usually at the shareholder’s option.
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cumulative dividend | A type of dividend paid on preferred stock that the corporation is liable for in the next payment period if not satisfied in the current payment period. Cumulative dividends on preferred stock must be paid before any dividends may be paid on common stock.
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debentures | A corporation’s obligation to pay money (usually in the form of a note or bond) often unsecured (not backed up) by any specific property; usually refers only to long-term bonds.
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debt capital | Capital raised with an obligation in terms of interest and principal payments. Debt capital is often raised by issuing bonds.
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debt securities | Securities that represent loans to the corporation, or other interests that must be repaid.
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dividend | A share of profits or property; usually a payment per share of a corporation’s stock.
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equity securities | Securities that represent an ownership interest in the corporation.
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issued and outstanding shares | The total shares of stock of a corporation that have been authorized by the corporation’s articles or certificate of incorporation and issued to shareholders.
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perfection | To tie down or “make perfect.” For example, to perfect title is to record it in the proper place so that your ownership is protected against all persons, not just against the person who sold it to you.
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preferred stock | A type of stock that is entitled to certain rights and privileges over other outstanding stock of the corporation.
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scrip | A piece of paper that is a temporary indication of a right to something valuable. Scrip includes paper money issued for temporary use, partial shares of stock after a stock split, certificates of a deferred stock dividend that can be cashed in later, and so on.
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secured transaction | A secured deal involving goods or fixtures that is governed by Article 9 of the Uniform Commercial Code.
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security interest | Any right in property that is held to make sure money is paid or that something is done.
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sinking fund | Money or other assets put aside for a special purpose, such as to pay off bonds and other long-term debts as they come due or to replace, repair, or improve machinery or buildings when they wear out or become outdated.
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stated capital | The amount of capital contributed by stockholders; the capital or equity of a corporation as it appears in the balance sheet.
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stock dividend | The profits of stock ownership (dividends) paid out by a corporation in more stock rather than in money. This additional stock reflects the increased worth of the company.
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stock split | A dividing of a company’s stock into a greater number of shares without changing each stockholder’s proportional ownership.
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stock subscription | An agreement to purchase a specific number of shares of a corporation.
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treasury shares | Shares of stock that have been rebought by the corporation that issued them.
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watered stock | A stock issue that is sold as if fully paid for, but that is not (often because some or all of the shares were given out for less than full price).
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