business law

Definition

A federal anti-monopoly and anti-trust statute, passed in 1890 as 15 U.S.C. §§ 1-7 and amended by the Clayton Act in 1914 (15 U.S.C.

Definition

Latin for "by what warrant (or authority)?" A writ quo warranto is used to challenge a person's right to hold a public or corporate office. A state may also use a quo warranto action to revoke a corporation's charter. 

Illustrative caselaw

See, e.g. First Nat. Bank in St. Louis v. Missouri, 263 U.S. 640 (1924).

See also

• Federal Rules of Civil Procedure 81(a)(4)

Definition

An entity, such as a county or school district, that has not been incorporated by a state, but that performs some functions of a corporation. Sometimes called a quasi-municipal corporation.

Illustrative caselaw

See, e.g. Barnes v. District of Columbia, 91 U.S. 540 (1875).

See also

• Limited liability partnership (LLP)

• Municipal corporation

• Public corporation

Definition

Under § 1202 of the Internal Revenue Code, stock of a domestic C corporation whose aggregate gross assets do not exceed $50,000,000 before or immediately after issuance. A taxpayer who acquires qualified small business stock at its original issue and holds it for more than five years may exclude 50 percent of any gain from a sale or exchange of that stock from his or her gross income. 

Definition

A type of investment fraud in which investors are promised artificially high rates of return with little or no risk; original investors and the perpetrators of the fraud are paid off by funds from later investors, but there is little or no actual business activity that produces revenue.

Definition

A corporation’s defensive strategy against a hostile takeover bid in which current shareholders other than the tender-offer bidder or prospective bidder, upon a triggering event, have the right to purchase additional corporate stocks at a deeply discounted price. The effect is to dilute the value of the stock and increase the bidder’s acquisition costs. Also called a shareholder rights plan.

Definition

A nonresident defendant’s connections with the forum state (i.e., the state where the lawsuit is brought) that are sufficient for jurisdiction over that defendant to be proper. Lack of minimum contacts violates the nonresident defendant’s constitutional right to due process and “offends traditional notions of fair play and substantial justice” (International Shoe Co. v. Washington, 326 U.S. 310 (1945)).

Definition

Intentional conduct that is wrongful or unlawful, especially by officials or public employees. Malfeasance is at a higher level of wrongdoing than nonfeasance (failure to act where there was a duty to act) or misfeasance (conduct that is lawful but inappropriate).

Definition

The ability to achieve a practical end due to knowledge and/or skill. Know-how is intangible property, the rights to which a person may buy or sell.

Illustrative caselaw

See, e.g. Copperweld Corp. v. Independence Tube Corp., 467 U.S. 752, 757 (1984).

See also

• Trade secret

Definition

An abbreviation for contract.

See also

• Contract implied in fact

• Contract implied in law