|
Pre-emption Right
A pre-emption right, right of pre-emption, or first option to buy is a contractual right to acquire certain property newly coming into existence before it can be offered to any other person or entity. It comes from the Latin verb ''emo, emere, emi, emptum'', to buy or purchase, plus the inseparable preposition ''pre'', before. A right to acquire existing property in preference to any other person is usually referred to as a ''right of first refusal''. Company shares In practice, the most common form of pre-emption right is the right of existing shareholders to acquire new shares issued by a company in a rights issue, usually a public offering. In this context, the pre-emptive right is also called subscription right or subscription privilege. It is the right but not the obligation of existing shareholders to buy the new shares before they are offered to the public. In that way, existing shareholders can maintain their proportional ownership of the company and thus prevent stock dil ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Right
Rights are law, legal, social, or ethics, ethical principles of freedom or Entitlement (fair division), entitlement; that is, rights are the fundamental normative rules about what is allowed of people or owed to people according to some legal system, social convention, or ethical theory. Rights are an important concept in law and ethics, especially theories of justice and deontology. The history of social conflicts has often involved attempts to define and redefine rights. According to the ''Stanford Encyclopedia of Philosophy'', "rights structure the form of governments, the content of laws, and the shape of morality as it is currently perceived". Types of rights Natural versus legal * Natural rights are rights which are "natural" in the sense of "not artificial, not man-made", as in rights deriving from human nature or from the divine command theory, edicts of a god. They are universal; that is, they apply to all people, and do not derive from the laws of any specific soci ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
United States
The United States of America (USA), also known as the United States (U.S.) or America, is a country primarily located in North America. It is a federal republic of 50 U.S. state, states and a federal capital district, Washington, D.C. The 48 contiguous states border Canada to the north and Mexico to the south, with the semi-exclave of Alaska in the northwest and the archipelago of Hawaii in the Pacific Ocean. The United States asserts sovereignty over five Territories of the United States, major island territories and United States Minor Outlying Islands, various uninhabited islands in Oceania and the Caribbean. It is a megadiverse country, with the world's List of countries and dependencies by area, third-largest land area and List of countries and dependencies by population, third-largest population, exceeding 340 million. Its three Metropolitan statistical areas by population, largest metropolitan areas are New York metropolitan area, New York, Greater Los Angeles, Los Angel ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Property Law
Property law is the area of law that governs the various forms of ownership in real property (land) and personal property. Property refers to legally protected claims to resources, such as land and personal property, including intellectual property. Property can be exchanged through Contract, contract law, and if property is violated, one could sue under Tort, tort law to protect it. The concept, idea or philosophy of property underlies all property law. In some jurisdictions, historically all property was owned by the monarch and it devolved through feudal land tenure or other feudal systems of loyalty and fealty. Theory The word ''property'', in everyday usage, refers to an object (or objects) owned by a person—a car, a book, or a cellphone—and the relationship the person has to it. In law, the concept acquires a more nuanced rendering. Factors to consider include the nature of the object, the relationship between the person and the object, the relationship between a numbe ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Contract Law
A contract is an agreement that specifies certain legally enforceable rights and obligations pertaining to two or more Party (law), parties. A contract typically involves consent to transfer of goods, Service (economics), services, money, or promise to transfer any of those at a future date. The activities and intentions of the parties entering into a contract may be referred to as contracting. In the event of a breach of contract, the injured party may seek legal remedy, judicial remedies such as damages or equitable remedies such as specific performance or Rescission (contract law), rescission. A binding agreement between actors in international law is known as a treaty. Contract law, the field of the law of obligations concerned with contracts, is based on the principle that pacta sunt servanda, agreements must be honoured. Like other areas of private law, contract law varies between jurisdictions. In general, contract law is exercised and governed either under common law jur ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Corporate Law
Corporate law (also known as company law or enterprise law) is the body of law governing the rights, relations, and conduct of persons, companies, organizations and businesses. The term refers to the legal practice of law relating to corporations, or to the theory of corporations. Corporate law often describes the law relating to matters which derive directly from the life-cycle of a corporation.John Armour, Henry Hansmann, Reinier Kraakman, Mariana Pargendler "What is Corporate Law?" in ''The Anatomy of Corporate Law: A Comparative and Functional Approach''(Eds Reinier Kraakman, John Armour, Paul Davies, Luca Enriques, Henry Hansmann, Gerard Hertig, Klaus Hopt, Hideki Kanda, Mariana Pargendler, Wolf-Georg Ringe, and Edward Rock, Oxford University Press 2017)1.1 It thus encompasses the formation, funding, governance, and death of a corporation. While the minute nature of corporate governance as personified by share ownership, capital market, and business culture rules diff ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Tag-along Right
Tag along rights (TARs) comprise a group of clauses in a contract which together have the effect of allowing the minority shareholder(s) in a corporation to also take part in a sale of shares by the majority shareholder to a third party under the same terms and conditions. Consider an example: A and B are both shareholders in a company, with A being the majority shareholder and B the minority shareholder. C, a third party, offers to buy A's shares at an attractive price, and A accepts. In this situation, tag-along rights would allow B to also participate in the sale under the same terms and conditions as A. As with other contractual provisions, tag-along rights originated from the doctrine of freedom of contract and is governed by contract law (in common law countries) or the law of obligations (in civil law countries). As tag-along rights are contractual terms between private parties, they are often found in venture capital and private equity firms but not public companies. S ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Rights Issue
A rights issue or rights offer is a dividend of subscription rights to buy additional securities in a company made to the company's existing security holders. When the rights are for equity securities, such as shares, in a public company, it can be a non-dilutive ''pro rata'' way to raise capital. Rights issues are typically sold via a prospectus or prospectus supplement. With the issued rights, existing security-holders have the privilege to buy a specified number of new securities from the issuer at a specified price within a subscription period. In a public company, a rights issue is a form of public offering (different from most other types of public offering, where shares are issued to the general public). Rights issues may be particularly useful for all publicly traded companies as opposed to other more dilutive financing options. As equity issues are generally preferable to debt issues from the company's viewpoint, companies usually opt for a rights issue in order to min ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Right Of First Refusal
Right of first refusal (ROFR or RFR) is a contractual right that gives its holder the option to enter a business transaction with the owner of something, according to specified terms, before the owner is entitled to enter into that transaction with a third party. A first refusal right must have at least three parties: the owner, the third party or buyer, and the option holder. In general, the owner must make the same offer to the option holder ''before'' making the offer to the buyer. The right of first refusal is similar in concept to a call option. A ROFR can cover almost any sort of asset, including real estate, personal property, a patent license, a screenplay, or an interest in a business. It might also cover business transactions that are not strictly assets, such as the right to enter a joint venture or distribution arrangement. In entertainment, a right of first refusal on a concept or a screenplay would give the holder the right to make that movie first while in rea ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Preemption Act Of 1841
The Preemption Act of 1841, also known as the Distributive Preemption Act ( 27 Cong., Ch. 16; ), was a US federal law approved on September 4, 1841. It was designed to "appropriate the proceeds of the sales of public lands... and to grant ' pre-emption rights' to individuals" who were living on federal lands (commonly referred to as "squatters".) Provisions The Preemption Act of 1841 permitted "squatters" who were living on federal government-owned land to purchase up to for $1.25 per acre ($3.09 per hectare) before the land would be offered for sale to the general public. To qualify under the law, the "squatter" had to be the following: * a "head of household"; * a single man over 21 or a widow; * a citizen of the United States or an immigrant intending to become naturalized; and * a resident of the claimed land for a minimum of 14 months. The Act further provided that Ohio, Indiana, Illinois, Alabama, Missouri, Mississippi, Louisiana, Arkansas and Michigan, or any state ther ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Option Contract
An option contract, or simply option, is defined as "a promise which meets the requirements for the formation of a contract and limits the promisor's power to revoke an offer". Option contracts are common in relation to property (see below) and in professional sports. An option contract is a type of contract that protects an offeree from an offeror's ability to revoke their offer to engage in a contract. Under the common law, consideration for the option contract is required as it is still a form of contract, cf. Restatement (Second) of Contracts § 87(1). Typically, an offeree can provide consideration for the option contract by paying money for the contract or by providing value in some other form such as by rendering other performance or forbearance. Courts will generally try to find consideration if there are any grounds for doing so. See consideration for more information. The Uniform Commercial Code (UCC) has eliminated a need for consideration for firm offers between me ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Follow-on Offering
A follow-on offering, also known as a follow-on public offering (FPO), is a type of public offering of stock that occurs subsequent to the company's initial public offering (IPO). A follow-on offering can be categorised as dilutive or non-dilutive. In the case of the dilutive offering, the company's board of directors agrees to increase the share float for the purpose of selling more equity in the company. This new inflow of cash might be used to pay off some debt or used for needed company expansion. When new shares are created and then sold by the company, the number of shares outstanding increases and this causes dilution of the earnings per share. Usually the gain of cash inflow from the sale is strategic and is considered positive for the longer-term goals of the company and its shareholders. Some owners of the stock however may not view the event as favorably over a more short term valuation horizon. One example of a type of follow-on offering is an at-the-market offe ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
First-look Deal
A first-look deal is any contract containing a clause granting, usually for a fee or other consideration that covers a specified period of time, a pre-emption right, right of first refusal, or right of first offer (also called a right of first negotiation) to another party, who then is given the first opportunity to buy outright, co-own, invest in, license, etc., something that is newly coming into existence or on the market for the first time or after an absence, such as intellectual property Intellectual property (IP) is a category of property that includes intangible creations of the human intellect. There are many types of intellectual property, and some countries recognize more than others. The best-known types are patents, co ... (manuscript, musical composition, invention, artwork, business idea, etc.) or real property (real estate). Film industry In the film industry, a "first-look deal" is an agreement where a writer and an independent production company—or a prod ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
