Company, Associations and Commercial Law Dictionary (Duhaime. org)

Abuse of Dominant Position

Intentional anti-competitive acts by persons substantially in control of a market, that has had, is having, or is likely to have the effect of preventing or lessening competition.

Accardi Doctrine

An agency must abide by its own regulations.

Ad Hoc

Latin: limited in time; to this point.

Amalgamation

The merging of two things together to form one, such as the amalgamation of different companies to form a single company.

Anti-trust

Prohibited trade, marketplace or merchant activities as defined in a relevant anti-trust or such other restraint of trade statute.

Arm's Length

A transaction or relationship where there is an absence of control the one over the other.

Association

A form of organizational structure which is institutionally operated on a cost recovery basis, for which incorporation is extended by the government or, in some jurisdictions, as an unincorporated association of individuals, for a set of purposes set out in statute such as religious, scientific, social, literary, educational, recreational or benevolent purposes, and generally operated as nearly as possible at cost.

Auditor

A private person who examine, inspects or verifies the accounts of another.

Bank

A corporation empowered to deal with cash, domestic and foreign, and to receive the deposits of money and to loan those monies to third-parties.

Board of Directors

The group of most senior managers, operators and administrators of a corporation or association.

Call For Tenders

A property owner's invitation, sometimes at large, sometimes to a select group, for bids to complete a particular project.

Carry

The observation or declaration by the chair of a meeting that a member’s motion has passed or attained the requisite majority vote, and is thus converted into a resolution of the whole meeting or organization.

Cartel

An agreement between two or more merchants to create or control a monopoly, to lessen or prevent competition.

Check or Cheque

A form of bill of exchange where the order to pay is given to a bank which is holding the payor’s money.

Committee

A term of parliamentary law which refers to a body of one or more persons appointed by a larger assembly or society, to consider, investigate and/or take action on certain specific matters.

Commodity

A fungible, tradeable thing, good, product, interest including money or negotiable instruments.

Common Share

The basic share in a corporation.

Company

A legal entity, allowed by legislation, which permits a group of people, as shareholders, to apply to the government for an independent organization to be created, which can then focus on pursuing set objectives, and empowered with legal rights which are usually only reserved for individuals, such as to sue and be sued, own property, hire employees or loan and borrow money.

Competitive Injury

A price difference designed to harm competition.

Conflict of Interest

A personal interest that conflicts with a public or fidiciary interest.

Consolidation

The union of two or more corporations into one corporate body after which the constituent corporations cease to exist.

Corporate Secretary

Officer of a corporation responsible for the official documents of the corporation such as the official seal, records of shares issued, and minutes of all board or committee meetings.

Corporation

A legal entity, created under the authority of a statute, which permits a group of people, as shareholders, to apply to the government for an independent organization to be created, which then pursues set objectives, and is empowered with legal rights usually only reserved for individuals, such as to sue and be sued, own property, hire employees or loan and borrow money.

Custom

The consensual regulation of human conduct and commerce by the community itself.

Deceptive Trade Practice

An intentional act or omission in the course of trade or commerce that has the tendency or capacity to mislead or create the likelihood of deception.

Derivative Action

A class action brought for a wrong done to a corporation.

Director

Senior manager(s) selected by shareholders to manage a corporation.

Dividend

A proportionate distribution of profits made in the form of a money payment to shareholders, by a for-profit corporation. Dividends are declared by a company's board of directors.

Double Escrow

The secret use of escrow funds with those of another escrow fund, for the purposes of financial gain by the holder of the escrow funds, and without the knowledge of the owners of the two funds.

Dragnet Clause

A clause in a credit agreement which purports to secure future liabilities.

Drawee

The bank which has the drawer's checking account from which a check is to be paid.

Drawer

The person who signs a check to his or her bank ordering the latter to pay the face amount of the check to the payee.

Due Diligence

Reasonable verifications and precautions taken to identify or prevent foreseeable risks.

Duty of Care

An obligation to conform to a certain standard of conduct for the protection of another against an unreasonable risk of harm.

Exclusive Dealing

An arrangement designed to throttle or control legitimate trade by the selection and exclusive use of a particular supplier's product.

Fidelity Rebate

Offering loyalty rebate program to select customers.

Franchise

A licensing contract in which a holder of certain legal rights gives another to sell or package those rights.

Franchisee

The person who receives, for consideration, the license to right to sell a product or service and to operate a business along the lines developed by the franchisor and using the franchisor's trade name or other designation.

Franchisor

The legal rights holder who licenses, in whole or in part, those legal rights to another pursuant to a franchise agreement.

Functus Officio

Latin: an officer or agency whose mandate has expired either because of the arrival of an expiry date or because an agency has accomplished the purpose for which it was created.

Guarantor

A person who pledges payment or performance of a contract of another, but separately, as part of an independently contract with the obligee of the original contract.

Harassment

Unsolicited words or conduct which tend to annoy, alarm or abuse another person.

Insider Trading

Participation by corporate officers, directors or employees in the trade of a stock based on confidential or privileged corporate information, knowing that information to be confidential, and seeking thereby to acquire profits or avoid losses on the stock market.

Law Merchant

International commercial law; the law as it relates to merchant

Lay on the Table

Also “to table”; a term of parliamentary law and procedure which refers to a motion in regards to another motion being actively debated, but intended to defer a final disposition of the pending motion.

Lifting the Corporate Veil

Disregarding the general rule a corporation is a legal entity distinct from its shareholders by regarding the company as a mere agent or puppet of a controlling shareholder or parent corporation.

Liquidation

The converting of the the assets of a person into cash.

Meeting

The coming together for the transaction of a lawful object of two or more persons.

Merchant

A person engaged in the making, buying or selling of goods or services.

Merchantable Quality

A product which is undamaged and usable and of sufficient quality to merit purchase at the requested price by a reasonable buyer.

Merger

The absorption of one corporation by another.

Misleading Advertising

Materially false or misleading representations concerning a product or service.

Money Laundering

The conversion or transfer of money obtained by crime for the purposes of frustrating law enforcement.

Monopoly

A commercial advantage enjoyed by only one or a select few companies in which only those companies can trade in a certain area.

Monopsony

Market conditions in which there exists only one buyer for a commodity or service.

Moratorium

The temporary suspension of legal action against a person.

Mortmain

French: dead hand. Property taken out of circulation.

Motion

A proposal made to a Court or at a meeting and intended to be considered and decided upon.

Nerve Center Test

A judicial analysis used to determine a corporation's real place of business where activities are decentralized; the focus is locating where the corporation's overall policy originates.

Nondisclosure Agreement

A contract between the holder of confidential information and another person to whom that information is disclosed, prohibiting that other person from disclosing the confidential information to any other party.

Officer

A management-level employee of a corporation entrusted with discretion in the exercise of some portion of corporate powers.

Oligopoly

A market condition that results when there are but a few sellers

Oppressive

Harsh, dishonest or wrongful conduct and a visible departure from the standards of fair-dealing.

Parliamentary Law

Rules of deliberative bodies by which their procedure is regulated.

Person

An entity recognized by the law as separate and independent, with legal rights and existence including the ability to sue and be sued, to sign contracts, to receive gifts, to appear in court either by themselves or by lawyer and, generally, other powers incidental to the full expression of the entity in law.

Piercing the Corporate Veil

To hold a corporate entity liable for the acts of a separate, related entity.

Place of Operations Test

A judicial analysis used to determine a corporation's real place of business which prioritizes the venue of corporate activities.

Point of Order

A term of parliamentary law and procedure which refers to an interjection during a meeting by a member, who does not have the floor, to call the attention of the chair to an alleged violation or breach of the assembly’s or meeting’s rules of order.

Predatory Pricing

The pricing of products in an unfair manner with an object to eliminate or retard competition and thereby gain and exercise control over prices in the relevant market.

Preferred Shares

A share in a company that has some kind of special right or privilege attached to it, such as that it is distinguished from the company’s common shares.

President

The appointed or elected head of a group of individuals, such as of a company or of a state.

Pro Socio

Latin: on behalf of a partnership.

Question of Privilege

A term of parliamentary law and procedure which refers to an urgent motion made at a meeting which seeks an immediate ruling on an alleged violation of the rights or privileges of members as a whole, or in regards to a negative personal remark.

Quorum

The minimum number of voting members that must be in attendance at a meeting of an organization for that meeting to be regularly constituted.

Ratification

The act by a principal, after the agent has acted, confirming that what the agent may have done without authority, is binding on the principal.

Rule in Foss v Harbottle

A rule of corporations law: shareholders have no separate cause of action in law for any wrongs which may have been inflicted upon a corporation.

Share

A portion of a for-profit corporation bought by cash.

Shareholder

Persons who own a share(s) of a for-profit corporation.

Shareholder agreement

A contract between the shareholders of the company and the company itself, in which certain things which would otherwise be the purview of the board of directors, are predetermined.

Sherman Antitrust Act

American federal statutes that defines and prohibits contracts or conspiracies which are designed to restrain trade.

Society

A group of people formed as a separate organization and which has as a stated purpose some charitable or benevolent purpose either in regards to the public at-large or in regards to the common interests of the members, and which operates as nearly as possible at cost.

Standard

The technical or performance specifications in regards to a product.

Standing Committee

Committees which have a continued existence; that are not related to the accomplishment of a specific, once-only task as are ad hoc or special committees.

Storm Warning

Data available to an ordinary investor that would give rise to a suspicion of fraud.

Subsidiary

A corporation subordinate to a dominant company which is able, through share ownership, to exert influence or control over its affairs.

Successor

A person who takes over the rights of another.

Tax

A payment to a public authority, required by statute, for a public purpose.

Tied Selling

Where a supplier sells on condition that the buyer to the purchase of another associated or "tied" product.

Vertical Restraint

Special condition or term offered to select distributors by a supplier in order to manipulate trade.