A B C D E F-H I J-L M N-O P Q-R S T U-Z

Negative covenants Agreements between a debtor corporation and a lender that prohibit the debtor from taking certain actions that may disadvantage the lender. Chapter 6.

Net cash flow The cash generated by an asset net of the cash used to acquire or maintain the asset. Chapter 3.

Net present value The cost of an asset minus its present value. Chapter 3.

Nexus of contract A theory that views the corporation as an aggregate of various inputs acting together to produce goods or services. Chapter 10.

NOBO list A list of nonobjecting beneficial owners of a corporation's stock who do not object to the disclosure of their names and addresses to the corporation for the limited purpose of allowing direct communication on corporate matters. Chapter 15.

No-shop A clause in an acquisition agreement that prevents the target board from actively seeking other potential acquirers. Chapter 17.

No-talk A clause in an acquisition agreement that prevents the target board from negotiating with, or providing non-public information to, a party other than the acquirer. Chapter 17.

Notice The requirement that the board or shareholders must become aware that a meeting has been called. The time and content requirements of the notice are different for board and shareholder meetings. Chapter 9 and Chapter 15.

Officer An officer is a person who holds a corporate position to which particular kinds of duties or powers are attached. The term includes a president, vice president, secretary, principal financial officer, principal accounting officer, or any person routinely performing corresponding functions Chapter 9.

Oil of palm Money.

Oof Money.

Operating agreement The detailed LLC governance agreement among all the members, and sometimes all the managers, that sets forth the names of the members and their respective economic interests, the managers (if any) and how power will be allocated between members and managers and, among the

managers, and whether there will be particular officers with delegated duties; analogous to a partnership agreement. Chapter 19.

Operating expenses Expenses for assets that are expected to be used up in within one year. Chapter 3.

Oppression A cause of action by minority shareholders. Under one approach, oppression is conduct that substantially defeats the minority shareholders' reasonable expectations. Under a second approach, oppression is inequitable conduct by the majority. Chapter 16

Option The power but not the obligation to do something, or a power granted by a corporation to a particular person to purchase securities. Chapter 3 and Chapter 6.

Option writer The seller of a standardized right to purchase securities from, or sell securities to, the writer. Chapter 6.

Ordinary income Income from such sources as wages, dividends, or interest income that is taxed at a higher rate than capital gains. Chapter 6.

Outstanding Authorized and issued shares that remain in the hands of some entity other than the corporation itself. Chapter 6.

Overissue Shares issued in excess of the number of shares authorized in the articles of incorporation. Chapter 6.

A B C D E F-H I J-L M N-O P Q-R S T U-Z