 |
 |
 |
 |
   |
|
 |
 |
|
A B C D E F-H I J-L M N-O P Q-R S T U-Z Par value An arbitrary value, usually nominal, for a class or series shares, which is stated in the articles of incorporation. Shares may not be issued for less than par value. Chapter 6.
Participating Preferred stock that receives dividends along with the common stock after it has received its preferential dividend. Chapter 6.
Participation theory of liability A theory under which a corporate officer is personally liable for a tort committed by the corporation when the officer is sufficiently involved in the commission to the tort. Chapter 8.
Partnership The association of two or more persons to carry on as co-owners a business for profit. Chapter 18.
Pass through taxation Tax treatment of an entity, such as a partnership or LLC, in which income and losses realized by the entity are allocated to the entity's owners. Thus the entity itself does not pay income tax. Chapter 20.
Peanuts Money.
Periodic reporting The requirement that a public company provide certain information to its shareholders annually and quarterly. Chapter 15.
Pewter Money.
Piercing the corporate veil An equitable doctrine that holds a corporation's shareholders liable for the corporation's debts if the corporation is unable to pay. Chapter 8.
Plurality The largest percentage of votes cast, even if less than a majority. Chapter 15.
Poison pill An anti-takeover device by which the target shareholders have the right to purchase half-price stock in a raider if the raider acquires a particular percentage of shares, usually between 10 percent and 20 percent, and thereafter effects a merger. Chapter 17.
Pooling agreements An agreement among shareholders that states how shareholders themselves will vote their own shares; these agreements are not subject to voting trust statutes. Chapter 16.
Potatoes Money.
Precatory motion Motion at a shareholders meeting that would constitute only a recommendation to the board. Chapter 15.
Preemptive right The equitable right of shareholders to purchase shares proposed to be issued so that their respective economic and managerial interests will be preserved. Chapter 16.
Preferred stock A class of stock that has a priority or preference over other stock (common stock) in either the payment of dividends, the distribution of assets on dissolution, or both. Chapter 6.
Price The actual consideration for a particular investment. Price may be determined by active negotiation between the parties or it may be determined by reference to a market. Cf. Value. Chapter 3.
Private benefits The goods or services that an agent has obtained opportunistically through the agency relationship and for which the agent bears only a part (or none) of the cost. Chapter 4.
Private placement exemption An exemption from the federal registration requirements given to securities sold by a corporation in transactions not involving a public offering. Chapter 6.
Product line exception A successor liability doctrine in which the key is whether the successor corporation produces essentially the same products as the transferor corporation. Chapter 8.
Progressive corporate law The school of corporate law scholarship that espouses the view that the corporation should be viewed as a community comprising shareholders, creditors, directors, managers, employees, and possibly customers. Corporate law scholars seek to impose on the corporation a responsibility not to society in general, but to those groups that make up the corporate community. Chapter 10.
Promoters The persons who organize a new corporation. Chapter 5.
Proper purpose A shareholder, when exercising certain inspection rights, must establish that the purpose for inspection is reasonably related to such person's interest as a shareholder. Chapter 15.
Proxy An agency relationship in which a shareholder appoints another person to attend a shareholders meeting on the shareholder's behalf and to vote the shareholder's shares. Chapter 15.
Put option A real option that permits the owner to cease an activity. A standardized right sold by someone (the option writer) other than the corporation to sell securities of the corporation to the writer. Chapter 3 and Chapter 6. |