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A security is a tradable financial asset. The term commonly refers to any form of financial instrument, but its legal definition varies by jurisdiction. In some countries and languages people commonly use the term "security" to refer to any form of financial instrument, even though the underlying legal and regulatory regime may not have such a broad definition. In some jurisdictions the term specifically excludes financial instruments other than equities and fixed income instruments. In some jurisdictions it includes some instruments that are close to equities and fixed income, e.g., equity warrants.
In finance, equity is an ownership interest in property that may be offset by debts or other liabilities. Equity is measured for accounting purposes by subtracting liabilities from the value of the assets owned. For example, if someone owns a car worth $24,000 and owes $10,000 on the loan used to buy the car, the difference of $14,000 is equity. Equity can apply to a single asset, such as a car or house, or to an entire business. A business that needs to start up or expand its operations can sell its equity in order to raise cash that does not have to be repaid on a set schedule.
Nathaniel Gorham was an American Founding Father, merchant, and politician from Massachusetts. He was a delegate from the Bay Colony to the Continental Congress and for six months served as the presiding officer of that body under the Articles of Confederation. He also attended the Constitutional Convention, served on its Committee of Detail, and signed the United States Constitution.
The Holland Land Company was an unincorporated syndicate of thirteen Dutch investors from Amsterdam, headquartered in Philadelphia, who purchased large tracts of American land for development and speculation. Their primary purchase was that of the western two-thirds of the Phelps and Gorham Purchase in 1792 and 1793, an area that afterward was known as the Holland Purchase. Additional lands were purchased in northwest Pennsylvania. Aliens were forbidden from owning land within New York State, except by special acts of the New York State Legislature, so investors placed their funds in the hands of certain trustees who bought the land in central and western New York State. The syndicate hoped to sell the land rapidly at a great profit. Instead, for many years they were forced to make further investments in their purchase; surveying it, building roads, digging canals, to make it more attractive to settlers. They influenced state policy in New York to allow foreign ownership of the land, avoid new taxes, and promote the construction of the Erie Canal and government roads on the company lands. They supported Governor Dewitt Clinton's faction in the state government to achieve these goals. The company finished selling its New York lands in 1839 and its Pennsylvania lands in 1849, and the company was liquidated in 1858.
The Phelps and Gorham Purchase was the forced sale, in 1788, of a portion of a large tract of land in western New York State owned by the Seneca nation of the Iroquois Confederacy to a syndicate of land developers led by Oliver Phelps and Nathaniel Gorham. The larger tract of land is generally known as the "Genesee tract" and roughly encompasses all that portion of New York State west of Seneca Lake, consisting of about 6,000,000 acres (24,000 km2).
Preemption or pre-emption may refer to:
Right of first refusal 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.
Corporate 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. It thus encompasses the formation, funding, governance, and death of a corporation.
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.
The Preemption Act of 1841, also known as the Distributive Preemption Act, 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
The Preemption Line divided the aboriginal lands of western New York State awarded to New York from those awarded to the Commonwealth of Massachusetts by the Treaty of Hartford of 1786. It was defined as the meridian (north–south) line from the eighty-second milestone of the Pennsylvania–New York survey line at 76° 57' 58" W northward to Lake Ontario.
A shareholders' agreement (SHA) is an enforceable agreement amongst the shareholders or members of a company. In practical effect, it is analogous to a partnership agreement. There are advantages of the shareholder's agreement: they provide a contractual remedy if their terms are broken, and they can help the corporate entity to maintain the absence of publicity and maintain confidentiality. Nonetheless, there are also some disadvantages that should be considered, such as the limited effect to the third parties and that alteration of the terms of an agreement can be time consuming.
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.
The United Kingdom company law regulates corporations formed under the Companies Act 2006. Also governed by the Insolvency Act 1986, the UK Corporate Governance Code, European Union Directives and court cases, the company is the primary legal vehicle to organise and run business. Tracing their modern history to the late Industrial Revolution, public companies now employ more people and generate more of wealth in the United Kingdom economy than any other form of organisation. The United Kingdom was the first country to draft modern corporation statutes, where through a simple registration procedure any investors could incorporate, limit liability to their commercial creditors in the event of business insolvency, and where management was delegated to a centralised board of directors. An influential model within Europe, the Commonwealth and as an international standard setter, UK law has always given people broad freedom to design the internal company rules, so long as the mandatory minimum rights of investors under its legislation are complied with.
Drag-along right (DAR) is a concept in corporate law, often encountered in the context of venture capital and private equity.
Stocks consist of all the shares by which ownership of a corporation or company is divided. A single share of the stock means fractional ownership of the corporation in proportion to the total number of shares. This typically entitles the shareholder (stockholder) to that fraction of the company's earnings, proceeds from liquidation of assets, or voting power, often dividing these up in proportion to the amount of money each stockholder has invested. Not all stock is necessarily equal, as certain classes of stock may be issued, for example, without voting rights, with enhanced voting rights, or with a certain priority to receive profits or liquidation proceeds before or after other classes of shareholders.
In the law of the United States, federal preemption is the invalidation of a U.S. state law that conflicts with federal law.
Fellows v. Blacksmith, 60 U.S. 366 (1857), is a United States Supreme Court decision involving Native American law. John Blacksmith, a Tonawanda Seneca, sued agents of the Ogden Land Company for common law claims of trespass, assault, and battery after he was forcibly evicted from his sawmill by the Company's agents. The Court affirmed a judgement in Blacksmith's favor, notwithstanding the fact that the Seneca had executed an Indian removal treaty and the Company held the exclusive right to purchase to the land by virtue of an interstate compact ratified by Congress.
Preemption was a term used in the nineteenth century to refer to a settler's right to purchase public land at a federally set minimum price; it was a right of first refusal. Usually this was conferred to male heads of households who developed the property into a farm. If he was a citizen or was taking steps to become one and he and his family developed the land he had the right to then buy that land for the minimum price. Land was otherwise sold through auction, typically at a price too high for these settlers. Preemption is similar to squatter's rights and mining claims.
R v Symonds(The Queen v Symonds) was an 1847 New Zealand Supreme Court case that incorporated the concept of aboriginal title into New Zealand law and upheld the government's pre-emptive right of purchase to Māori land deriving from the common law and expressed in the Treaty of Waitangi.
References
- ↑ Garner, Bryan A., Editor-in-Chief (2009). Black's Law Dictionary. St. Paul, Minnesota, USA: Thomson Reuters. ISBN 978-0-314-19949-2.
Right of pre-emption. A potential buyer's contractual right to have the first opportunity to buy, at a specified price, if the seller chooses to sell within the contractual period. Also termed 'first option to buy'.
{{cite book}}:|author=has generic name (help)CS1 maint: multiple names: authors list (link) - ↑ Preemptive right definition on InvestorWords.com
- ↑ Subscription rights explained on thismatter.com
- ↑ K. Grechenig, Discriminating Shareholders through the Exclusion of Pre-emption Rights? - The European Infringement Proceeding against Spain (C-338/06), European Company and Financial Law Review (ECFR) 2007, p. 517-592.
- ↑ Henry, Marian S. (February 25, 2000). "The Phelps-Gorham Purchase". Archived from the original on 27 February 2014. Retrieved 31 December 2012.
- ↑ Milliken, Charles F. (1911). A History of Ontario County, New York and Its People Vol. 1. Lewis Historical Publishing Co. pp. 15 . Retrieved 2008-01-25.
