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A B C D E F-H I J-L M N-O P Q-R S T U-Z Manager A person, either member or nonmember, selected to run an LLC. Managers have actual authority to bind the LLC and have fiduciary duties. Chapter 19.
Manager managed An LLC managed by managers rather than members. Chapter 19.
Managerial capitalism Firms in which ownership is widely scattered, salaried managers dominate top as well as lower and middle management, and in which those managers determine long-term policy as well as manage short-term operating activities. Chapter 2.
Marketability discount Discount applied to the value of a dissenting shareholder's shares in a close corporation to reflect the lack of marketability. Chapter 17.
Material adverse change Clause that permits a party to refuse to close a transaction if certain fundamental assumptions underlying the transactions have changed. Chapter 17.
Member A person with an ownership interest in the LLC. Chapter 19.
Member managed An LLC managed by its members rather than by managers. Chapter 19.
Mere continuation exception A successor liability doctrine in which the key element is whether there is a common identity of the officers, directors, and stockholders among the selling and purchasing corporations. Chapter 8.
Merger A transaction in which the assets and liabilities of one corporation are transferred by operation of law to another corporation and the first corporation ceases existence. Chapter 17.
Middle manager Supervises managers below and reports to managers above. Chapter 2.
Minority discount The discount applied to the value of a dissenting shareholder's shares, when the corporation has a majority shareholder, to reflect the lack of managerial power. Chapter 17.
Monitor A method used to decrease the costs of the agency relationship. It can include watching the agent work, measuring the agent's efforts, or contractual limitations on the agent's discretion. Chapter 4.
Moolah Money.
Moral hazard The risk that a party with discretion to act will choose an action that decreases the expected value of the transaction to the other party in a way that the other party cannot effectively prohibit. Chapter 4. |