Unit 3 - Capitalisation
Table of Contents
Unit 3, International Legal English Exercises and Flashcards
These exercises focus on Unit 3, International Legal English
Wordlist for Unit 3, International Legal English
Word |
Definition |
Example |
capitalisation |
The process of converting profits, reserves, or other financial resources into additional capital or shares |
The capitalisation of the company through a rights issue allowed for further expansion |
memorandum of association |
A legal document outlining the fundamental details and objectives of a company, typically required for company registration |
The memorandum of association outlines the company's objectives and its relationship with shareholders |
authorised share capital |
The maximum number of shares that a company is legally allowed to issue, as specified in its articles of association |
The company increased its authorised share capital to attract more investors |
subscriber |
Individuals or entities who initially purchase or subscribe to shares of a company during its formation |
The initial subscribers of shares played a key role in the company's formation |
issued share capital |
The actual number of shares that a company has sold or allocated to shareholders |
The issued share capital represents the total value of shares currently held by investors |
ordinary shares |
Common shares that represent ownership in a company and typically come with voting rights and a share in profits |
The issued share capital represents the total value of shares currently held by investors |
preference shares |
Shares that grant specific privileges or preferences, such as priority in receiving dividends, over ordinary shares |
Preference shares offer priority in dividend payments but often lack voting rights |
dividend |
A portion of a company's profits distributed to its shareholders as a return on their investment in the form of cash or additional shares |
Shareholders eagerly await the announcement of the annual dividend payment |
share subdivision |
The process of dividing existing shares into a larger number of shares with a lower nominal value per share |
The share subdivision increased liquidity by creating smaller units of ownership |
share consolidation |
The process of combining existing shares into a smaller number of shares with a higher nominal value per share |
The share consolidation aimed to reduce the number of outstanding shares |
pre-emption rights |
The right of existing shareholders to purchase additional shares before they are offered to external parties |
Shareholders with pre-emption rights can purchase additional shares before others |
special resolution |
A formal and resolution passed by shareholders or members requiring a higher majority for approval, often for significant corporate changes |
A special resolution requires a higher level of shareholder approval for significant decisions |
rights issue |
A way for existing shareholders to purchase additional shares in proportion to their current holdings before they are offered to external parties |
The company raised funds by offering existing shareholders a rights issue |
loan capital |
Funds obtained by a company through loans or borrowing, often with an obligation to repay the principal amount and interest |
Loan capital was secured to finance the expansion project |
debenture |
A type of debt instrument issued by a company or government that acknowledges a loan and specifies repayment terms and interest rates |
The company issued debentures to raise long-term capital |
fixed charge |
A legal claim or lien on specific assets of a company to secure the repayment of a debt, such as a mortgage on real estate |
The fixed charge provides security over specific assets, such as real estate |
floating charge |
A legal claim on a company's assets that are subject to change or turnover in the ordinary course of business |
A floating charge covers current assets like inventory and accounts receivable |
as opposed to |
In contrast or comparison with; used to highlight differences between two or more things |
The company prefers debt financing as opposed to equity financing |
in contrast to |
In opposition or differentiation from; used to emphasize distinctions between two or more elements |
In contrast to preferred shares, common shares offer voting rights |
risk diversification |
A strategy that involves spreading investments or assets across different types or classes to reduce risk |
Investors often seek risk diversification by holding a mix of asset classes |
awkward questions |
Difficult or uncomfortable inquiries, often related to sensitive or contentious topics |
During the deposition, the attorney asked several awkward questions |
flow of information |
The movement or transmission of information within an organization, system, or network |
Maintaining a smooth flow of information is essential for corporate transparency |
face obstacles |
Encounter challenges or barriers that hinder progress or success in a particular endeavor |
The legal team had to face various obstacles during the complex litigation |
the free-rider issue |
A situation where individuals benefit from a resource or service without contributing to its cost or maintenance |
The free-rider issue arises when some individuals benefit from a public good without contributing |
vote with one's feet |
To express dissatisfaction or make choices by leaving or withdrawing from a situation, organization, or location |
Investors who disagreed with the company's direction chose to vote with their feet and sell their shares |
answer to the annual meeting |
A response or solution provided during an annual meeting in response to questions, concerns, or issues raised by participants |
Shareholders can pose questions and seek answers to the annual meeting |
co-operative conflict resolution |
A collaborative approach to addressing conflicts and disputes, involving all parties in finding mutually acceptable solutions |
Co-operative conflict resolution can lead to more effective dispute resolution |
participatory framework |
A structured approach that encourages active involvement and engagement of stakeholders in decision-making processes |
The participatory framework encouraged stakeholders to actively engage in decision-making |
subjected to the public gaze |
Made open or visible to the public for scrutiny, observation, or examination |
Publicly traded companies are subjected to the public gaze, with financial disclosures readily available |
exercise control |
To actively manage or direct the actions and decisions of a person, organization, or entity |
The board of directors must exercise control to steer the company towards success |
restrict powers |
To limit or confine the authority or abilities of an individual, entity, or organization |
To prevent misuse of authority, the company may restrict powers granted to executives |
restricted |
Limited in scope, access, or availability, often implying certain limitations or conditions |
The restricted shares cannot be sold until a specific vesting period expires |
dismiss a member |
To remove or terminate an individual's membership or affiliation with a group, organization, or team |
The board may choose to dismiss a member who consistently violates company policies |
accrue benefits |
Gradually accumulate advantages, rewards, or benefits over time |
The pension plan allows employees to accrue benefits throughout their career |
thereto |
To that place, situation, or thing; used in legal language to refer to something mentioned earlier |
The contract stipulates the terms and conditions and refers thereto for clarification |
thereon |
On or upon that particular thing, place, or situation; referring to something previously mentioned |
The investment agreement outlines the risks involved and elaborates thereon |
thereof |
Of or concerning that particular thing, situation, or matter; used in legal language to refer to a specific aspect |
The agreement covers various aspects of the partnership, and details thereof are available for review |
therewith |
With or by means of that particular thing or method; used to indicate an associated action or relationship |
The updated policy includes amendments therewith |
therefor |
For or in relation to that specific purpose, thing, or matter; used in legal language to indicate a specific reason or purpose |
The company issued shares to raise capital, and the funds will be used therefor |
therein |
In or within that particular thing, place, or situation; used to refer to something contained or described earlier |
The document contains critical provisions, and the solution lies therein |
in my opinion |
An expression used to signify that a statement or viewpoint represents the personal judgment or belief of the speaker |
In my opinion, the best course of action is to seek legal advice |
the way I see it |
An informal expression used to preface one's perspective or interpretation of a situation or issue |
The way I see it, the contract needs to be renegotiated |
asset |
A valuable resource or item owned by an individual, organization, or entity that has monetary or exchange value |
Real estate is considered a valuable asset in a company's portfolio |
equity |
The ownership interest or residual value in an entity's assets after deducting its liabilities; also known as shareholders' equity |
Equity financing allows companies to raise funds by selling ownership stakes |
share |
A unit of ownership in a company, typically representing a claim on the company's assets and earnings |
Share ownership grants voting rights and dividends to shareholders |
irrespective of |
Regardless of or without consideration for a particular factor or condition |
Irrespective of the market conditions, the company remains committed to expansion |
regardless of |
Without regard or consideration for a specific factor, situation, or circumstance |
Regardless of the outcome, the legal team will vigorously defend the case |
conversely |
In contrast or opposition; used to introduce an opposing or contrasting point or statement |
Conversely, if the company chooses not to settle, a court battle may ensue |
discretionary |
Left to one's judgment, choice, or decision, often without strict rules or requirements |
The discretionary bonus program rewards employees for outstanding performance |
mandatory |
Required or obligatory, often imposed by law or regulation, without room for discretion |
Compliance with mandatory safety regulations is essential to avoid penalties |
obligatory |
Mandatory or required, imposing a legal or moral duty to perform a specific action |
Attending the annual general meeting is obligatory for all shareholders |
entail |
To involve or require as a necessary consequence or condition; to necessitate |
The merger will entail the integration of two distinct corporate cultures |
suggest |
To propose or imply a particular idea, course of action, or interpretation, often without stating it explicitly |
The data suggests a strong correlation between marketing spend and sales growth |
involve |
To include or incorporate as a necessary or integral part of a situation, process, or activity |
The negotiation process will involve representatives from both parties |
consequently |
As a result or effect of a previous action or condition; therefore |
The economic downturn affected consumer spending; consequently, retail sales declined |
accordingly |
In a manner that corresponds or is appropriate to a specific situation, circumstance, or context |
The court ruled in favor of the plaintiff; accordingly, damages were awarded |
relinquish |
To voluntarily give up or surrender a right, responsibility, or claim |
The founder decided to relinquish control of the company to a new CEO |
cede |
To transfer, yield, or surrender control, authority, or territory to another entity, often through a formal process |
The company agreed to cede a portion of its market share to a competitor |
postpone |
To delay or reschedule an event, action, or decision to a later time or date |
Due to unforeseen circumstances, the board decided to postpone the annual meeting |
FAQ: Capitalization
What is "capitalization" in a corporate context?
Capitalization refers to the total value of a company’s funding from equity (shares) and debt (loans). It determines how a company finances its operations and investments.
What are "ordinary shares" and "preference shares"?
Ordinary shares give shareholders voting rights and a share of the company’s profits through dividends. Preference shares often provide fixed dividends but usually lack voting rights. They take priority over ordinary shares during asset distribution in liquidation.
What is "authorised share capital"?
Authorised share capital is the maximum amount of share capital a company is legally allowed to issue as outlined in its memorandum of association.
What does "share subdivision" and "share consolidation" mean?
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Share subdivision involves dividing existing shares into smaller denominations, increasing the total number of shares.
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Share consolidation combines smaller shares into fewer, larger ones. Both processes adjust share value but do not alter total shareholder equity.
What are "pre-emption rights"?
Pre-emption rights protect existing shareholders by giving them the first opportunity to buy new shares issued by the company, preventing dilution of their ownership percentage.
What is a "debenture"?
A debenture is a type of long-term debt instrument issued by a company, often secured by a fixed charge or floating charge on assets, used to raise loan capital.
What is the purpose of a "special resolution"?
A special resolution is a formal decision made by shareholders requiring a higher approval threshold, typically 75% of votes, for significant actions like altering the company’s articles of association or issuing new shares.
How does "risk diversification" relate to capitalization?
Risk diversification in capitalization refers to spreading investments across different financial instruments or sectors to reduce exposure to a single source of risk.
What does "the free-rider issue" mean in corporate governance?
The free-rider issue occurs when some shareholders benefit from corporate actions or oversight funded by others, without contributing themselves. It highlights challenges in collective decision-making.
What are "floating charges" versus "fixed charges"?
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A fixed charge secures a loan against a specific asset, such as property or machinery.
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A floating charge secures a loan against general company assets that may change over time, such as inventory or receivables.