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28 Cards in this Set

  • Front
  • Back
a distribution to corporate shareholders of corporate profits or income, disbursed in proportion to the number of shares held
retained earnings
the portion of a corporation's profits that has not been paid out as dividends to shareholders
corporate charter
the document issued by a state agency or authority (usually the secretary of state) that grants a corporation legal existence and the right to function
articles of incorporation
the document filed with the appropriate government agency, usually the secretary of state, when a business is incorporated. State statutes usually prescribe what kind of information must be contained in the articles of incorporation
a set of governing rules adopted by a corporation or other association
close corporation
a corporation whose shareholders are limited to a small group of persons. The rights of shareholder of a close corporation usually are restricted regarding the transfer of shares to others
S corporation
a close business corporation that has met certain requirements as set out by the Internal Revenue Code and thus qualifies for special income tax treatment
domestic corporation
in a given state, a corporation that does business in, and is organized under the law of, that state
foreign corporation
in a given state, a corporation that does business in the state without being incorporated therein
alien corporation
a designation in the US for a corporation formed in another country but doing business in the US
a person who takes the preliminary steps in organizing a corporation, including (usually) issuing a prospectus, procuring stock subscriptions, making contract purchases, securing a corporate charter, and the like
a document required by federal or state securities laws that describes the financial operations of the corporation, thus allowing investors to make informed decisions
the number of members of a decision-making body that must be present before business may be transacted
tender offer
an offer to purchase shares made by one company directly to the shareholders of another (target) company; often referred to as a "takeover bid"
business judgement rule
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 the authority of management to make
in corporation law, a written agreement between a stockholder and another under which the stock the stockholder authorizes the other to vote the stockholder's shares in a certain manner
stock certificate
a certificate issued by a corporation evidencing the ownership of a specified number of shares in the corporation
preemptive rights
rights held by shareholders that entitle them to purchase newly issued shares of a corporation's stock, equal in percentage to shares currently held, before the stock is offered to any outside buyers. Preemptive rights enable shareholders to maintain their proportionate ownership and voice in the corporation
right of first refusal
the right to purchase personal or real property-such as corporate shares or real estate- before the property is offered to sale to others
in a corporate dissolution, a court-appointed person who winds up corporate affairs and liquidates corporate assets
shareholder's derivative suit
a suit brought by a shareholder to enforce a corporate cause of action against a third party
a contractual and statutory process in which one corporation (the surviving corporation) acquires all of the assets and liabilities of another corporation (the merged corporation). The shareholders of the merged corporation receive either payment for their shares or shares in the surviving corporation
chose in action
a right that can be enforced in court to recover a debt or to obtain damages
a contractual and statutory process in which two or more corporations join to become a completely new corporation. The original corporations cease to exist, and the new corporation acquires all their assets and liabilities
appraisal rights
the rights of dissenting shareholders, if they object to an extraodinary transaction of the corporation (such as a merger or a consolidation), to have their shares appraised and to be paid the fair value of their shares by the corporation
target corporation
the corporation to be acquired in a corporate takeover; a corporation to whose shareholders a tender offer is submitted
the formal disbanding of a partnership or a corporation. Dissolution of a corporation can take place by (1)an act of the state legislature, (2)aggreement of the shareholder and the board of directors, (3) the expiration of a time period stated in the certificate of incorporation, or (4)court order
in regard to corporations, the process by which corporate assets are converted to cash and distributed among creditors and shareholders according to specific rules of preference