Substantive Law Study Support

The Law of Corporations and Other Business Organizations

Chapter Glossary


assignment of error

Alleged errors of the trial court specified by an appellant in seeking a reversal, vacation, or modification of the trial court’s judgment.

 

bylaws

Rules or regulations adopted by an organization such as a corporation, club, or town.

 

charter

An organization’s basic starting document; for example, a corporation’s articles of incorporation.

 

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.

 

hostile takeover

A corporate takeover that is opposed by the management and board of directors.

 

indemnification

The act of compensating or promising to compensate a person who has suffered a loss or may suffer a future loss.

 

novation

The substitution by agreement of a new contract for an old one, with all the rights under the old one ended. The new contract is often the same as the old one, except that one or more of the parties is different.

 

par value

The nominal value assigned to shares of stock, which is imprinted upon the face of the stock certificate as a dollar value. Most state statutes do not require corporations to assign a par value to their shares of stock.

 

preincorporation agreement

An agreement entered into between parties setting forth their intentions with regard to the formation of a corporation.

 

promoter

An individual who assists in creating and organizing a corporation, often by bringing interested parties together, obtaining subscriptions for stock of the proposed corporation, and seeing to the actual formation of the corporation.

 

registered agent

Individual or organization designated by a corporation as agent to receive service of process for the corporation within the state where the agent is located. A corporation may appoint a registered agent in its state of domicile and an agent in each state where it is authorized to transact business.

 

registered office

Physical office location designated by corporation in articles of incorporation where service of process may be made on the corporation within the state. In addition to the registered office address in the corporation’s state of domicile, the corporation must designate a registered office address in each state where it is authorized to transact business.

 

stock subscription

An agreement to purchase a specific number of shares of a corporation.