The Law of Corporations and Other Business Organizations
Lecture Notes
401(K) plan | A type of savings plan, established for the benefit of employees, that allows employees to elect to defer a certain percentage of their compensation to provide for their retirement benefits.
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accrued benefit | The amount of benefit a participant has accumulated or that has been allocated to him or her as of a particular point in time.
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actuary | A person skilled in mathematical calculations to determine insurance risks, premiums, and so forth; a statistician.
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annuity | A fixed sum of money, usually paid to a person at fixed times for a fixed time period or for life.
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annuity plan | A type of qualified plan that does not involve a qualified plan trust. Contributions to an annuity plan are used to buy annuity policies directly from an insurance company.
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annuity policy | An insurance policy that may be purchased to provide an annuity.
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covenants not to compete | A part of an employee contract, partnership agreement, or agreement to sell a business in which a person promises not to engage in the same business for a certain amount of time after the relationship ends.
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defined benefit plan | A retirement plan in which the benefit payable to the participant is definitely determinable from a benefit formula set forth in the plan.
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defined contribution plan | A retirement plan that establishes individual accounts for each plan participant and provides benefits based solely on the amount contributed to the participants’ accounts.
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determination letter | A letter issued by the IRS in response to an inquiry as to the tax implications of a given situation or transaction.
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Employee Retirement Income Security Act of 1974 (ERISA) | (29 U.S.C. 1000) A federal law that established a program to protect employees’ pension plans. The law set up a fund to pay pensions when plans go broke and regulates pension plans as to vesting (when a person’s pension rights become permanent), nondiversion of benefits to anyone other than those entitled, nondiscrimination against lower-paid employees, and so on.
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employee stock ownership plan (ESOP) | A qualified plan designed to give partial ownership of the corporation to the employees. |
employee welfare benefit plan | An employee benefit plan that provides participants with welfare benefits such as medical, disability, life insurance, dental, and death benefits. A welfare benefit plan may provide benefits either entirely or partially through insurance coverage.
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employment agreement | An agreement entered into between an employer and an employee to set forth the rights and obligations of each party with regard to the employee’s employment.
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equity compensation | Stock awards, stock options, and other compensation paid to employees and executives in the form of equity of the corporation.
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golden parachute | An employment contract or termination agreement that gives a top executive a big bonus or other major benefits if the executive loses his or her job (usually due to a change in corporate control).
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individual retirement account (IRA) | A bank or investment account into which some persons may set aside a certain amount of their earnings each year and have their interest taxed only later when withdrawn.
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integrated plan | A type of retirement plan that is integrated with the employer’s contribution to Social Security on behalf of the participant.
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Keogh plan | A tax-free retirement account for persons with self-employment income.
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money purchase pension plan | A defined contribution pension plan whereby the employer contributes a fixed amount based on a formula set forth in the plan that is based on the employee’s salary.
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plan administrator | An individual or entity responsible for calculating and processing all contributions to and distributions from a qualified plan, and for all other aspects of plan administration.
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plan participants | Employees who meet with certain minimum requirements to participate in a qualified plan.
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profit-sharing plan | A plan established by an employer to distribute part of the firm’s profits to some or all of its employees.
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qualified plan | A pension plan that meets IRS requirements for the payments to be deducted by the employer and initially tax-free to the employee.
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qualified plan contributions | Contributions made to a qualified plan by the sponsor, participants, or third parties. Limitations on the amount of contributions are set forth in the Internal Revenue Code.
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qualified plan distributions | Distributions made to qualified plan participants or their beneficiaries from a qualified retirement plan trust, usually on the retirement, death, or termination of employment of the plan participant.
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qualified plan trust | A trust managed by trustees who are appointed by the qualified plan sponsors to manage the assets of the qualified plan.
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simplified employee pension plan (SEP) | An employer’s contribution to an employee’s IRA (individual retirement account) that meets certain federal requirements. Self-employed persons often use SEPs.
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sponsor | In ERISA terms, an employer who adopts a qualified plan for the exclusive benefit of the sponsor’s employees and/or their beneficiaries.
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stock bonus plan | A type of defined contribution plan, similar to the profit-sharing plan, in which the main investment is in the employer’s stock.
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stock options | The right to buy a designated stock, at the holder’s option, at a specified time for a specified price. Stock options are often granted to executives and key employees as a form of incentive compensation.
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summary plan description | A document required by ERISA to communicate the contents of a qualified plan to plan participants.
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target benefit plan | A type of qualified plan that has many characteristics of both a defined benefit plan and a defined contribution plan.
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vested | Absolute, accrued, complete, not subject to any conditions that could take it away; not contingent on anything.
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