Appendix A: Glossary

A

Agency is “the fiduciary relationship that arises when one person (a ‘principal’) manifests assent to another person (an ‘agent’) that the agent shall act on the principal’s behalf and subject to the principal’s control, and the agent manifests assent or otherwise consents so to act.” (3.1)

Agent is person serving in an agency relationship with a principal (3.1)

Actual Authority arises if (1) there is mutual consent between the principal and the agent; (2) the principal controls the direction of the engagement; and (3) the agent acts on the principal's behalf, then we have an “agency relationship.” More specially, this type of agency relationship confers actual authority, because it meets all three elements. (3.2)

Apparent authority is authority that arises “when a third-party reasonably believes the actor has authority to act on behalf of the principal and that belief is traceable to the principal’s manifestations.” Restatement (Third) of Agency § 2.03. (3.4.1.2)

Agent's Tort Liability The agent is liable for the agent's torts even if the principal is also liable. Agents remain liable for torts they personally commit.

Active managers are fund managers who analyze the market and try to pick stocks that are good deals.

Action without a meeting: The MBCA and DGCL allow boards to act without a formal meeting by unanimous written consent.

The audit committee is a board committee that oversees "(1) the integrity of the listed company's financial statements, (2) the listed company's compliance with legal and regulatory requirements, (3) the independent auditor's qualifications and independence, and (4) the performance of the listed company's internal audit function and independent auditors."

The articles of incorporation (also called the charter) provide high-level rules governing and information related to the corporation.

Aggregate Theory The earliest corporations were not fictitious legal entities, they were a group of people that were allowed to jointly own or control property. This theory of the corporation—that it is just a group of people with a few special rights to help them act collectively—survives today as the aggregate theory

Affiliate Company: An affiliate company refers to a business entity that is related to another company through some form of ownership, control, or partnership.

"Agency is the fiduciary relationship that arises when one person (a “principal”) manifests assent to another person (an “agent”) that the agent shall act on the principal's behalf and subject to the principal's control, and the agent manifests assent or otherwise consents so to act."

The absolute priority rule means that senior debt is paid in full before junior debt is paid at all.

A floating interest rate, sometimes called a variable interest rate or an adjustible interest rate, means the interest rate charged may change throughout the life of the debt based on some market benchmark.

Accretion is when the value of an equity increases because of growth in the corporation's assets.

Authorized shares are shares that are permitted to be issued by the corporation's charter.

The accounting equation, also known as the balance sheet equation, is the core equation of accounting and represents the relationship between a company's assets, liabilities, and shareholders' equity.

Assets are the economic resources that a company owns or controls.

The line item for additional paid-in capital represents the price that people paid the company to buy the stock minus the par value.

The annual shareholder meeting is a meeting that occurs once per year in which shareholders typically vote on routine matters.

An asset sale is a merger method in which the acquiror purchases all or substantially all of the target's assets

administrative dissolution serves as a mechanism to maintain transparency and accountability among businesses operating within a jurisdiction.

B

Benefit Corporation: A corporation that pursues not only financial returns for its shareholders but also specific social or environmental objectives

The board of directors, often just called "the board," is the governing body of the corporation

Board minutes record the agenda items discussed in a board meeting and the approved resolutions.

Bylaws cover a wide range of governance issues. Almost anything can be included in the bylaws, and practioners prefer to put governance items in the bylaws, rather than the charter, because the bylaws are easier to amend.

Bonds are tradeable debt with a maturity of 20 - 30 years.

Blank check preferred stock is stock that is authorized by the chater, but the terms of which are set by the board.

Balance Sheet (Statement of Financial Position): The balance sheet provides a snapshot of a company's financial position at a specific point in time, often the end of a fiscal year.

A bull market is a market that are increasing in value

Bullish investors are those that expect the value of a security or of the market will decline

A bear market is a market that is decreasing in value.

Bearish investors think the security or the market will decline.

A broker is someone that executes securities transactions for someone else

A Brophy claim is an insider trading claim based on the fiduciary duty of loyalty.

A beneficial owner is the person who has the benefits of ownership to the shares.

C

Capacity refers to a principal or agent's power to enter into an agency relationship.

The partnership keeps a capital account for each partner.

In addition to holding property, corporations are a business entity type with the following benefits:

Close Corporation: A corporation whose shares are held by just a few people, who often manage the company

Conglomerate: A corporation that conducts several businesses in seemingly unrelated fields.

Chief Executive Officer (CEO): The CEO is in charge of operations, finance and implementing strategy

Chief Financial Officer (CFO): The CFO is typically in charge of finance (where can we get money), the treasury (do we have enough money on hand to pay our bills), accounting (do we have a good count of our stuff), auditing (is anyone cheating) and corporate strategy, which typically includes mergers and acquisitions

Chief Operating Officer (COO): The COO is typically in charge of producing the product profitability and with the right quality.

Chief Human Resources Officer (CHRO): Sometimes called the Chief People Officer, the CHRO is typically in charge of employee performance, retention and compensation.

Chief Technology Officer (CTO): The CTO may be in charge of internal technology, internal research and development or the technology in the company's products.

Composition: Boards must have a minimum of one director who must be a natural person (that is, they can't be another corporation or some other legal entity).

Corporate secretariat is the legal team that assists the board in preparing meetings is called the .

The compensation committee is a board committee tasked with setting officer compensation, compensation goals and conducting performance reviews for the CEO and other top officers.

The articles of incorporation (also called the charter) provide high-level rules governing and information related to the corporation.

You can often find policies collected in a corporate handbook

The corporation by estoppel doctrine holds that a third party who has recognized an entity's corporate status and dealt with it as a corporation cannot challenge whether the corporation is validly existing.

Corporate personhood is a legal concept that recognizes corporations and other artificial entities, such as nonprofits, as legal persons with certain rights and responsibilities similar to those of individual human beings.

Concession theory, a theory that states that corporations are a special privilege granted by the grace of the state and therefore owe their lives to the state’s beneficence

Corporate civil rights refers to civil rights like freedom of speech, freedom of religion or other freedoms exercised by corporations.

Capitalization refers to how much capital (think cash) a company has or to the act of providing capital to a company

Capital structure refers to how a company finances its business with equity and debt.

A loan with collateral, also called a secured loan, is a loan that has first claim on specific assets

Commercial paper is tradeable debt that matures within nine months.

Callable debt is debt that must be repaid immediately at the option of the lender if certain conditions are met.

Covenants, which are conditions or restrictions that the borrower must adhere to

Creditworthiness refers to how likely a borrower is to pay its debts as they come due.

Convertible notes are debt that can be converted into equity at the holder's option.

"Current" when used in financial statements, refers to things that will happen in the next year.

Cash Flow Statement: This statement details the inflows and outflows of cash and cash equivalents over a specified period.

Capital gains refers to the increase in price of an asset.

A call option, often just called a call, is a contract that allows you to purchase shares in the future at a determinable price.

There is no clearly established definition for the term “close corporation.” However, we may think about these entities as a type of company with a limited number of shareholders.

Classified boards, also called staggered boards, are boards in which directors are divided into multiple classes (typically three), and only one class is up for election each year.

The control premium is the additional value of a share that comes from owning a controlling stake of the company.

Claims for violating the duty of oversight are typically referred to as Caremark claims.

Controlling shareholders are those that either (1) own a majority interest in a corporation or (2) exercise actual control over the corporation's business affairs.

D

Duty of Care: The agent must act with sufficient care, competence and diligence. (3.3)

Duty of Loyalty: The agent must act for the benefit of the principal in all manners connected with the agency. (3.3)

Duty of Disclosure: The agent must disclose any information the agent has a reasonable basis to know the principal would wish to have. (3.3)

Duty of Confidentiality: The agent must not disclose or misuse confidential information. (3.3)

Disassociation is when a partner ceases to be a partner

Dissolution is the decision to shut down the business

disclosed principal. A principal is disclosed when the third-party is aware that the agent is acting on behalf of a principal and the third-party is aware of the principal’s identity. 

DGCL the Delaware General Corporation Law

A de jure corporation is created when the incorporators make an apparent attempt to form a corporation and substantially comply with the statutory requirements to do so

To default on a debt means that one of the parties failed to meet an obligation and that failure was designated a default under the terms of the lending agreement, but more colloquially default means that the borrower failed to make a payment when due.

deadlock A deadlock occurs when essential decisions cannot be reached due to irreconcilable differences or conflicts of interest.

A defective corporation is one that has not complied with the legal requirements for incorporation.

De facto corporations are corporations that do not meet the legal requirements of incorporation, but that are nonetheless treated as de jure corporations for most purposes

Domination, which happens when one or more persons so dominate the corporation that the corporation can no longer be said to be separate from them

Debt financing is when companies raise capital by borrowing funds from lenders.

Dilution is when the value of an equity interest decreases because the company has issued more equity interests.

Dividends are payments made by a corporation to its shareholders when declared by the board of directors.

Double entry bookkeeping is a bookkeeping method where each entry is recorded in two places to balance the accounting equation.

A diversified portfolio contains securities whose price movements are not correlated

The Dow Jones Industrial Average, often called just the Dow, is an index of the stock of 30 companies that someone put together as a rough, quick way to see how the market as a whole is moving.

A derivative is a contract whose value derives from the value of some other security.

The term dual-class voting structure is often used to refer to share structures in which one class of shares has disproportionate voting power.

The duty of care requires directors and officers to “exercise an informed business judgment” when dealing with the shareholders’ interests.

The duty of loyalty is closer to what you might expect when you hear about fiduciary duties. It prohibits directors and officers from acting against the interests of the corporation’s shareholders.

The duty of oversight is a subset of the duty of loyalty and requires directors and officers to maintain information systems to monitor the company's operations and to respond to red flags raised by those systems.

Dissociation refers to the process by which a partner or member of a business entity ceases to be associated with or connected to the entity’s operations and activities.

E

Express authority is the authority to do things the principal expressly directed. (3.2)

In the context of agency, estoppel will result in principal liability if (1) the principal intentionally or carelessly caused a third-party to believe that the agent had the authority to bind the principal; or (2) the principal knew that a third party incorrectly believed that the agent had the authority to bind the principal and the principal did not take reasonable steps to notify the third party of the true facts.

Executive sessions, which are brief meetings in which independent directors meet without anyone from management.

Entity contractual liability refers to the legal responsibility of a corporation to fulfill its contractual obligations

Entity tort liability refers to the legal responsibility of a corporation for any wrongful acts or omissions committed by the corporation or its employees that result in harm or injury to others.

Entity criminal liability refers to the legal responsibility of a corporation for criminal acts committed by the corporation itself, its employees, or agents.

Entity structuring refers to setting up business entites with various relationships to accomplish your goals, which typically include planning around limited liability.

Equitable ownership is a remedy in equity that allows a nonshareholder to be held liable for the actions of the corporation.

EBIT (pronounced "e-bit") stands for earnings before interest and taxes.

EBITDA (pronounced "e-bit-dah") stands for earnings before interest, taxes, depreciation and amortization.

Economies of scale are per-unit cost savings created by producing more goods.

Earnouts are contingent payments that depend on the company achieving specific performance targets or milestones after the transaction is completed.

F

Fiduciary duties are the duties a fiduciary owes to the beneficiary of the fiduciary relationship. In corporations, these are owed by directors and officers to shareholders and the corporation. In partnerships, these are owed among the partners. In agency relationships, these are owed by the agent to the principal.

A For-Profit Corporationis a corporation that operates with the primary goal of generating profit and financial returns for its owners or shareholders

A franchise is a business arrangement in which an individual or entity, known as a franchisee, licenses the rights to operate a business using the branding, products, services and operational model of an established and successful company, known as the franchisor.

A fixed interest rate is set at the time of borrowing and remains constant throughout the life of the loan.

A floating interest rate, sometimes called a variable interest rate or an adjustible interest rate, means the interest rate charged may change throughout the life of the debt based on some market benchmark.

Financial statements are the formal summaries of the financial activities or financial position of a business.

Financial ratios are rough, quantitative metrics that provide insight into a company's financial performance and health.

A fiduciary is a person that owes a fiduciary duty to another.

Fiduciary duty is just a fancy way of saying a fiduciary has to look out for the best interests of the other person.

G

A general partnership is a partnership formed without filing anything with the state secretary of state

General Counsel: The general counsel is sometimes called the chief legal officer, though the term general counsel is often more prestigious. The general counsel provides legal advice to the officers and the board of directors.

Gross means the amount before deducitons.

Gun jumping is a violation of Section 5 by making an offer before a registration statement is filed or making a sale before the registration statement is effective.

H

Holding Company: Like a parent company, a holding company is a business entity that owns and controls one or more subsidiary corporations

A hold-up problem is when a person or entity is able to negotiate for more than the value they create because by withholding their services they stop a much more valuable process.

A holder of record is the person whose name is listed on the corporation's shareholder list. This is sometimes referred to as holding the shares in street name.

A hostile acquisition is an acquisition in which the target's board opposes the merger.

Hostile takeovers represent a distinct category of acquisitions where the target company's management and board of directors actively resist the acquisition attempt by the acquiring company.

I

Implied authority is the authority to do things necessary or incidental to the things the principal expressly directed. (3.2)

Inherent authority merits a note. "Inherent authority" is generally "a term used … to indicate the power of an agent which is derived not from authority, apparent authority or estoppel, but solely from the agency relation and exists for the protection of persons harmed by or dealing with a servant or other agent.

Insider Directors: Directors that work for the company, like the CEO or CFO.

Independent Directors: Directors with no material relationship with the company

Interest: The price of borrowing money. It is the difference in what you borrowed from what you repaid.

Incorporating: Creating a corporation

Incorporation: The process of incorporating

Internal affairs doctrine: A doctrine stating that a corporation's internal affairs are governed by the state of incorporation. 

Indirect/Direct Ownership: Direct ownership means the parent owns the shares

Inside reverse veil piercing is when an insider wants the court to treat the corporation and the insider as the same entity to grant the insider either (1) access to a corporate asset or (2) the ability to bring a claim belonging to the corporation.​

Insolvency means that a business cannot pay its current debts.

An insolvent company is a company that doesn't have enough assets to pay its debts.

Indenture: A document describing the terms of a debt instrument.

Issued shares are shares that have been sold or awarded.

Income Statement (Profit and Loss Statement): This statement summarizes a company's revenues, expenses, gains, and losses over a specific period, typically a fiscal quarter or year.

An index fund is an investment fund that buys a list of stocks and holds them, rather than trading.

An index is a list of stocks, and it is often used as a benchmark to compare performance

An initial public offering (IPO) is a company's first sale of shares to the general public.

Insider trading is buying or selling securities based on material non-public information.

A director or officer is “interested” if they “receive a personal financial benefit from a transaction that is not equally shared by the Stockholders.”

A director lacks independence if the fiduciary is “dominated or controlled” by someone that is interested in the transaction.

An information systems claim is a duty of oversight claim alleging that the fiduciaries utterly failed to implement any reporting or information system or controls.

J

Judgment proofing is when an entity structure prevents a catastrophic judgment from being satisfied because the entity that is liable will not have sufficient assets.

Junior debt is paid only after all other debt is paid

Journal Entry: Double entry bookkeeping is a bookkeeping method where each entry is recorded in two places to balance the accounting equation. Each entry is called a journal entry.

Judicial dissolution is a complex legal remedy that involves court intervention to resolve fundamental issues within a business entity.

K

L

A limited partnership is like a general partnership, but it has two different classes of partners. The class consisting of general partners have full management control and unlimited liability, while the class of limited partners contribute capital but have limited involvement in management and limited liability.

A limited liability partnership combines aspects of both partnerships and corporations. In an LLP, partners have limited liability for the actions and debts of the partnership, similar to shareholders in a corporation.

A limited liability limited partnership is a relatively recent form of partnership that combines features of an LLP and a limited partnership. In an LLLP, general partners have limited liability similar to that of limited partners, while limited partners maintain their limited liability status.

lingering apparent authority if a third party reasonably believes the agent is acting with actual authority, the agency relationship may continue under apparent authority, even if the the agent and principal know better. Apparent authority may survive even after actual authority has been terminated.

Legal entity theory: The theory that a corporation is a separate legal person

Limited liability means a shareholder is not liable for the corporation's debts.

A revolving credit facility, often called a revolver or line of credit, allows a borrower to borrow and repay as needed within a certain range.

A liquidation preference is a right to a certain payment upon liquidation or an acquisition of the corporaiton, and that claim is junior in priority to debt, but higher in priority to common equity. 

Line items: The specific lines on financial statements, like "Car," "Mortgage Debt" or "Paid for Rent".

Liabilities are the financial obligations or debts that a company owes to external parties, such as suppliers, lenders or creditors.

Liquidity refers to how easily an asset is converted into cash.

To be long in a security means if the security increases in value, your position improves.

Liquidated means sold or otherwise converted into cash.

M

Multinational: A corporation operating in multiple countries.

The MBCA is the Model Business Corporation Act.

The maturity date is the date when the remaining balance of a debt is due

Market capitalization is a rough value of the company equal to the share price multiplied by the number of shares outstanding.

Mutual funds are investment funds where investors purchase shares in the fund and the fund manager uses those funds to purchase securities

Information is material if it would be significant to a person's decision to buy, sell or vote the shares.

Mergers and acquistions (M&A) refers to the process by which two businesses come under common control.

N

Nonprofit Corporation: An organization that derives its tax exemption from 26 U.S.C. 501(c).

Nominee Directors: Directors that are nominated by a specific shareholder

The nominating & governance committee is a board committee tasked with identifying potential directors, recommending director nominees to the board, setting corporate governance guidelines, and overseeing the board and management

The nexus of contracts theory holds that a corporation is not a person or an aggregation of people, but a collection of contractual relationships

Notes are tradeable debt with a maturity between two years and ten years (the most common maturity dates are two years, three years, five years, seven years and ten years).

Nonassessable means that the corporation cannot require the stockholder to pay additional amounts.

Net means the amount after deductions.

O

Officers are employees of the corporation appointed by the board of directors to implement the company strategy

Outside Directors: Directors that do not work for the company.

Overboarding is when a director serves on too many boards, and it can often cause shareholders to vote the board member out

Outside reverse veil piercing is when an outsider, a third-party, sues an insider and wants the corporation to pay the judgment

Options: Put and call options

P

Principal is a person serving in an agency relationship with a agent (3.1)

A partnership is a business entity formed whenever two or more individuals or entities come together to carry on a business for profit.

A Partnership Agreement details the terms and conditions of the partnership, including the rights, responsibilities and obligations of the partners.

Partnership at will: means that disassociation by any partner triggers the partnership's dissolution

Personal guarantees require one person to pay the debts of another.

Public Corporation: A corporation whose shares are listed on a national exchange, like the New York Stock Exchange or the NASDAQ

Private Corporation: A corporation whose shares are not listed on a national exchange.

President: The title of "president" is most often combined with the CEO, meaning the lead officer is both the President and the CEO

A promoter is a person that acts on behalf of a corporation that hasn't yet been formed.

Promoter liability: The liability a promoter faces for acting on behalf of a corporation while knowing that the corporation hasn't yet been formed.

Parent Company: A parent company is a business entity that owns and controls one or more subsidiary corporations.

Partially-Owned Company: A partially-owned company, also known as a partially-owned subsidiary or minority-owned subsidiary, is a business entity in which another company, referred to as the parent company or majority owner, holds a significant but less than complete ownership stake

A personal guarantee is a contract in which one person agrees to be liable for the debts of another. It is colloquially referred to as co-signing.

Piercing the corporate veil is an equitable remedy in which a court disregards the separate legal personality of a corporation and holds shareholders personally liable for the corporation's actions or debts.

A partnership is formed whenever two or more individuals or entities come together to carry on a business for profit

Priority refers to the order in which claimants have a right to be paid in liquidation.

Principal: the amount borrowed

Par value is the minimum value at which a corporation can sell a share of stock.

Preferred stock is a class of equity ownership in a corporation that possesses aspects of both common stock and debt

Price refers to the last price at which a security was sold

A portfolio is the collection of securities owned by an investor.

Passive managers are fund managers that mostly just invest in an index.  

A put option, often called just a put, is a contract that allows you to force someone else to buy your shares in the future at a determinable price

For a company, you are required to create a sales brochure that describes your company in detail.This brochure is called a prospectus.

A public corporation, also known as a publicly held corporation, is a type of company whose shares are publicly traded on a stock exchange.

Private equity refers to equity investments in private companies, but the term is often used as a shorthand for private equity funds, in which investors pool their funds to purchase shares of a private company, often with the hope of improving the company's efficiency then reselling it.

Public offerings, also known as public issuances or initial public offerings (IPOs), involve the sale of securities to the general public through a regulated stock exchange.

Private offerings, also known as private placements, involve the sale of securities to a limited number of select investors.

A proxy statement is a document that details the agenda and logistics of a shareholder meeting and requests the shareholder's proxy.

A proxy contest is a campaign to convince other shareholders to vote to replace the directors on the board.

Poison Pills: Poison pills are one of the most well-known anti-takeover defenses. They allow existing shareholders to purchase additional shares at a substantial discount if an acquiring company accumulates a certain percentage of the target company's stock.

Q

A quorum requirement is a rule that requires a certain number of directors to be present before any business is conducted.

A quorum is the minimum number of attendees that must be present in order for the body to conduct any official business.

R

Ratification is “the affirmance of a prior act done by another, whereby the act is given effect as if done by an agent acting with actual authority.”

Real Entity Theory (Organicism) This theory concedes the premise that any creature created by the state must advance the interests of the state, but rejects the premise that corporations are created by the state, arguing that they are naturally existing organisms.

Registration statement: the filing made with the SEC to register an offering of securities; it includes the statutory prospectus and other legal information.

Risk aversion is a cognitive bias that makes us avoid even profitable risks.

Reverse piercing is when a business entity becomes responsible for the debts or actions of its equityholders.

Redeemable debt is debt that can be repaid early at the option of the borrower if certain conditions are met.

A revolving credit facility, often called a revolver or line of credit, allows a borrower to borrow and repay as needed within a certain range.

A reverse stock split is a transaction in which a corporation exchanges one share of stock for some lower number of shares of stock.

Retained earnings represents the company's earnings that haven't been paid out to either creditors or shareholders

Regulation FD prohibits companies (and those acting on their behalf) from selectively disclosing material, nonpublic information to financial analysts, brokers and others in the financial industry.

Record dates are fixed dates on which any shareholder holding the shares on that date is treated as the shareholder on a future date.

A red flags claim is a duty of oversight claim alleging that after implementing a reporting system, the fiduciaries consciously failed to monitor or oversee the operations despite red flags.

The Russell 3000 is an index of 3000 companies' stock.

S

The S&P 500 is an index of the stock of 500 companies.

Section 16 requires insiders to disgorge "short-swing profits."  

Secured loan: A loan with collateral so it has first claim on specific assets

A security is a financial instrument is like stock or bonds, but legally the term includes any investment  of money in a common enterprise with the expectation of profits solely from the efforts of others.

The Securities Act of 1933, commonly called the '33 Act, governs how securities are offered to the public. The act requires that you provide a copy of the prospectus to anyone you offer securities to.

The Securities Exchange Act of 1934 governs what companies must disclose after they have sold shares.

The Securities and Exchange Commission (SEC) is the primary regulator of the U.S. capital markets.

Senior debt is debt that is paid after removing any collaterallized assets and before junior debt.

A shareholder list is a list that shows the names of all individuals or entities holding shares in a corporation

Shareholders' equity, also known as owner's equity or stockholders' equity, represents the residual interest in the assets of the company after deducting its liabilities.

Shark repellent refers to corporporate governance or other barriers to hostile takeover attempts.

Shell Company: A shell company is a business entity that exists on paper but typically lacks significant assets, operational activities, or revenue— it is essentially an empty corporate structure with a legal identity

A short-form merger is a merger in which the DGCL authorizes an acquiring stockholder to approve a merger without a shareholder vote if the acquiring stockholder owns 90% of each class of voting shares.

A short sale is where you borrow a security, sell it, then hope the price drops so that you can repurchase the security to return the share you borrowed.

To be short in a security means if the security decreases in value, your position improves.

Silent Partner: This isn't a strictly defined term, but often refers to limited partners in a limited partnership who have less control but are also liable only for their own actions

Special meetings are shareholders meetings held between annual meetings for urgent matters.

The standard of conduct refers to how directors and officers should properly act.

The standard of review refers to how much deference the courts will give when reviewing a fiduciary's actions.

Classified boards, also called staggered boards, are boards in which directors are divided into multiple classes (typically three), and only one class is up for election each year.

Stockholders have the most authority, but the narrowest field of action.

Stock, sometimes called a share or a share of stock, represents an equity interest in a corporation.

A stock buyback is when a corporation purchases shares from its shareholders

A stock exchange is a market where investors meet to sell securities, like stocks and bonds.

A stock split is a transaction in which a corporation exchanges one share of stock for some higher number of shares of stock. 

A stock dividend is a dividend paid in stock.

Straight voting means each share votes "for," "against" or "abstain" for each director nominee, and the directors with the most votes are elected.

A statutory merger is a merger method in which two companies become one company by operation of law.

Street name: When a brokerage holds the stock on behalf of a client.

Strike price: The price we agree to do the transaction in the future. 

Subagent: A person appointed by an agent to perform functions that the agent has consented to perform on behalf of the agent's principal and for whose conduct the appointing agent is responsible to the principal.

Subsidiary Company: A subsidiary company is a separate legal entity that is wholly- or partially-owned by another corporation, which is known as the parent corporation or holding company.

Supermajority Voting Provisions: Supermajority voting provisions require a higher percentage of shareholder votes to approve certain actions, such as a merger or acquisition.

The surviving corporation is the corporation designated in the articles of merger as surviving.

Synergies refers to the extra value that is created from combining business that goes beyond the value of the businesses valued separately.

T

Tax Exempt Organization: An organization that is exempted from paying taxes, though typically the exemption is to federal income tax.

A tax expenditure is a reduction in tax revenue due to tax deductions, exclusions, exemptions, credits or similar policies that reduce a taxpayer's burden.

A tender offer is a public offer to shareholders of the target corporation in which the prospective acquirer offers to purchase target company shares at a specified price to any shareholder that "tenders" their shares to the acquiror.

The terms "tipper" and "tippee" refer to individuals involved in the communication or exchange of material non-public information.

A trade name, also known as a "doing business as" (DBA) name or a fictitious business name, is a name that a business operates under that is different from its legal name or the name of its owners

Treasury bills, often called T-bills, are tradeable debt issued by the U.S. treasury with a maturity date less than two years. 

Treasury shares are shares that the corporation has repurchased or redeemed after they were issued, but more informally, folks sometimes use the term treasury shares to refer to any shares that are authorized but unissued.

U

Undisclosed principal a principal is undisclosed  when the third-party is unaware that the agent is acting on behalf of a principal and, accordingly, the third-party is unaware of the principal’s identity

Unidentified principal A principal is unidentified  when the third-party is aware that the agent is acting on behalf of a principal, even if the third party does not know the principal’s identity.

Ultra Vires: Corporate acts that went beyond the powers authorized in the charter.

Uncertificated debt is debt not issued on a physical certificate and is managed digitally.

V

A floating interest rate, sometimes called a variable interest rate or an adjustible interest rate, means the interest rate charged may change throughout the life of the debt based on some market benchmark.

Volatility refers to how prices fluctuates over time

Volume refers to how many shares of a security were sold.

W

Waterfall: Principle that you pay one group completely before paying anything to a junior group.Just like a waterfall, nothing spills over until the current pool is full.

Warranty of Authority: A person claiming to be an agent warrants his or her authority to act on behalf of the principal. If the 

Wholly-Owned Company: A wholly-owned company, also known as a wholly-owned subsidiary or wholly-owned subsidiary company, is a business entity that is entirely owned and controlled by another company, known as the parent company or holding company

Working capital adjustments are made to account for changes in the company's current assets and liabilities between the time of the initial price determination and the closing of the deal. 

Winding up Winding up involves a business liquidating its assets, paying off its debts, and distributing any remaining assets or proceeds to the corporation's shareholders or creditors