acquire: to gain possession or ownership of something. “On September 5, 2006, Herd Properties announced a definitive agreement to acquire Charleston in an all-stock transaction valued at approximately $3.4 billion.”
action: a legal procedure brought against a party. “Counsel for the shareholders commenced a legal action against the directors.”
adverse: unfavorable to a party’s interests. “There might be significant adverse consequences if we choose this alternative.” Adverse can also mean contrary or opposite in position.
Related term: adversary: opposing counsel (the lawyer representing your client’s counterparty) in litigation is often referred to as one’s adversary in the case or opponent. These terms are not commonly used outside of litigation.
advise: to give advice; to counsel. “I would advise against suit at this stage.”
affect: to have an influence on or cause a change in. “Intense lobbying affected the vote.”
Note: Affect and effect are commonly confused, though they have no meanings in common. Effect is more commonly used as a noun: “When the witness appeared on the last day of the trial, the effect was that judge granted a continuance.” So, when you affect a situation, you have an effect on it. However, effect can also be used as a verb meaning to bring about, create or execute: “The newly merged company tried to effect a change in the group’s hiring practices.”
aforementioned: previously mentioned, mentioned above. The one or ones mentioned previously. “The government provided funding to deal with the aforementioned problems.”
aftermath: the results of an event considered as a whole, often a negative event such as a war or disaster. “In the aftermath of the collapse of the company, a new, smaller company emerged.”
allege: to claim or assert that something is true. “The prosecutor alleged that the CEO had engaged in insider trading.”
You can also say: “He made an allegation .”
allegedly: claimed or stated to be so or true. “He was allegedly involved in some illegal deals.”
You can also say:
“He made an allegation.”
“ The prosecutor alleged that the CEO had engaged in insider trading.”
ambiguous: open to more than one interpretation, doubtful or uncertain. Ambiguous generally applies to language capable of more than one interpretation but usually does not have the negative connotations of deception or evasion. “The contract’s wording is intentionally ambiguous .”
Related forms:
unambiguous: something clear
ambiguity
amend: to change or revise a law. “The law was amended to exclude contracts entered into prior to 15 July 2003.”
amendment: a change made by adding, deleting or modifying. “Many of the amendments to the U.S. Constitution add important rights, like the right of freedom of speech, to the rights which are set out in the main body of the Constitution.”
Related word:
amend: to change or revise a law.
anti-competitive: practices which prevent or reduce competition in a market. “The court ruled that the price-fixing agreement was anti-competitive behavior.”
Other legal terms based on the word compete:
non-competition clause or non-compete clause: A covenant not to compete is a promise by an employee not to compete with his or her employer for a specified time in a particular place. A covenant not to compete, which is also known as a non-competition agreement, may be a clause in an employment agreement or a separate contract.
appropriate: suitable, proper. “This type of security is not appropriate for non-residents.”
Antonym: misappropriate: to use wrongfully, often used to mean to take illegally.
bench trial: the trial is conducted before a judge alone. “The defendant was unhappy when he heard that there was going to be a bench trial.”
bill: the draft of a proposed law. “The Minister of Finance presented the budget bill to Parliament. After Parliament passed and enacted the bill it became an “Act”.”
board of directors: The governing body of a company elected by the shareholders. “The entire board of directors was voted out of office following the bonus scheme scandal.”
bring proceedings: to start or commence a process in a court or before a judicial officer. “If you do not make full payment by the 24th of May, my client has instructed me to bring legal proceedings to recover his claim.”
You can also say:
• file proceedings
• commence proceedings
• institute proceedings
case: as used here, a law suit or legal action. “In the case, the plaintiffs decided to challenge the jurisdiction of the court.”
challenge: to object to; to question the legality of something or the legal qualifications of someone. “The defendant challenged the qualifications of the expert witness.”
circumvent: to evade or go around a law or rule or term in a contract. “His
actions circumvented the law.”
claimant: a person who brings a claim which is recognised at law by commencing court proceedings. “The claimant filed suit seeking damages for breach of contract.”
Note: “Claimant ” is used in the UK. In the US, the more common term is “plaintiff ” but “claimant” is also used.
coherent: logically consistent and holding together as a harmonious or credible whole. “The CFO created a coherent financial reporting scheme.”
commence: to start or begin. “The trial commenced with the prosecutor’s opening statement.”
Related term: commencing on: beginning on, starting on.
complaint: the first pleading in a case, which states the grounds for the claim and the relief sought. “The complaint alleged that the tenant had caused damage to the apartment and sought damages in the amount of $5,000 to cover the cost of repairs.”
comply: to act in accordance with rules or the law. “The company complied with the relevant securities regulations.”
Note: We say that someone is, or is not, in compliance with the law. When a party is not in compliance with the law, it is common to say that “the party failed to comply with the law”.
comply with: to act in accordance with, to follow. “The corporation complied with
its obligations under the statute. ”
Related word: comply: to act in accordance with rules or the law.
Note: We say that someone is, or is not, in compliance with the law. When a party is not in compliance with the law, it is common to say that “the party failed to comply with the law”.
conceal: to hide, to keep secret, to withhold from disclosure. “When he applied for a driving licence in England, he concealed the fact that his Mexican driving licence had been suspended.”
confers: to present, “The university conferred more degrees this year than ever before.”; or to invest with, “The shareholders stake was too small to confer any power to influence corporate action.” We also use confer in reference to meetings held in order to deliberate together or consult. “The attorney conferred with her client.”
conflict of interest: a clash between a person’s personal interest and his public or fiduciary duties. “The contract with his brother-in-law was a clear conflict of interest situation.”
conglomerate: a corporation consisting of several companies in different, unrelated, businesses. Such a structure allows for diversification of business risks, but the lack of focus can make managing the diverse businesses more difficult. chaebol - Korean term for a conglomerate of many companies clustered around one parent company. The companies usually hold shares in each other and are often run by one family. Similar to the keiretsu in Japan. “The Gligg group is a conglomerate of companies from varying different industries.”
consent: approve, agree or permit. “The police did not need a warrant to search the house because the house owner consented voluntarily and intelligently to the search.”
Usage note:
Past tense: consented
consensual: existing by consent and involving the willing participation of the parties.
consideration: payment or money. “£5,000 was paid as consideration for the option.”
Note: At common law, consideration is a vital element of contract formation. It is something done or given, or the promise to do so, by one party in exchange for the act or promise of another. Significantly, consideration must be the result of bargaining by the parties, and must be the thing that induces the contract.
contingent: possible, but not certain, dependant on. “Performance is contingent upon certain undertakings by the counterparty.”
Related term: contingency fee (also contingent fee): fee arrangement which depends on the outcome of a case, usually a percentage of the amount of the settlement, award, or amount collected and which is due and payable only if there is a successful conclusion of the legal work.
contrary: not in agreement with. Opposed to. “The sale of the shares took place contrary to the terms of the agreement.” “Bias can be shown by decisions contrary to fact, or other unfair conduct.”
You can also say:
• in contravention of
• in conflict with
corporation: a form of business association that is chartered by a state and given legal rights as an entity separate from its owners (called shareholders). A corporation is characterized by the limited liability of its owners, the issuance of shares of transferable stock, and the possibility of perpetual existence as a going concern. “The Depunt corporation began its existence as an explosives manufacturer, but has since diversified into chemicals, paints, oil, pharmaceuticals, and biotechnology.”
counsel: a lawyer, attorney, attorney-at-law, counsellor, solicitor, barrister, advocate, or other individual licensed to practice law. Also means generally to advise, particularly to provide legal advice. “I would counsel you not to sign the contract as it is drafted.” “These types of claims are handled by in-house counsel.”
Related terms :
general counsel: the chief lawyer of a legal department of a company, government authority or other organization.
defense (UK spelling: defence) counsel: lawyer representing a defendant in criminal or civil actions.
in-house counsel: lawyer working at a company; corporate counsel.
opposing counsel: lawyers representing the other side (the opponents) in a dispute.
court: a place where justice is administered. Any official tribunal (court) presided over by a judge or judges which has been duly constituted to hear and determine legal issues and claims. Also the session of a judicial assembly. “The court reporter recorded the testimony.”
Note:Court may also denote the judge. “The court ruled in favor of the defendant.”
curb: (verb) to restrain or control.(noun) something which restrains or holds back. “The purpose of the rules is to curb insider trading.”
damages: monetary compensation awarded by a court for a loss which has been suffered. “The damages sought were in excess of one million dollars.”
Related term: treble damages: amount paid as compensation or as civil penalty which is actually equivalent to three times the losses caused or unlawful profit gained.
debt: an obligation to pay a sum or money or an amount in goods or services to another party. Also called a liability. Debt securities are securities which represent borrowed funds for which there is an obligation to make repayment. “The company’s debts far exceeded its assets.”
Note: The “b” in debt is silent, i.e. “debt” is pronounced as if there were no “b” (det).
deem: to judge or have as an opinion and in this sense is synonymous with consider. “The CEO deemed the results unsatisfactory.”
defendant: a person against whom an action has been brought in court. “The defendant was served with the complaint.”
denote: to mark, signify or indicate. “The elegant trademark of the well-known company denotes quality and innovation.”
directive: a European Union Directive is the mutually binding collective decision made by the member states, acting through their national Government Ministers in the Council of the European Union and the Parliament. Directives have direct effect which means that they are binding as to the result to be achieved but it is for the member state in question to implement the directive into national law through domestic legislation. “The directive must be implemented by not later than 10 September.”
discretion: having freedom of judgment or choice. “It is within the judge’s discretion to allow the evidence or not once the arguments have been presented.”
disclose: to make known, to reveal. “You make yourself subject to insider trading liability if you disclose inside information to another person and that person trades in the Company’s stock on the basis of your information.” “During the litigation process, parties disclose information by means of the discovery process.”
disclosure: the process of sharing information. “The Financial Exchange Authority called for greater disclosure of executive pay.”
Note: In lawsuits, it refers to the requirement that each side must provide copies of all documents to the other before trial. The opposite of disclosure is nondisclosure or non-disclosure.
dismiss: to send away or dispose of causing a matter to be removed temporarily or permanently. “The court dismissed the claim without prejudice.”
dogma: an authoritative belief or set of beliefs that a group holds to be absolutely true. It is synonymous with doctrine. “The tension between liberal and conservative dogma seems to be present in every Parliamentary debate.”
disgorge: to repay profits gained illegally as part of a remedial civil action. “She settled the civil fraud case and agreed to disgorge her profits and pay a one-time penalty.”
Related term: disgorgement: the act of repaying illegally obtained profits as part of a remedial civil action.
duty: legal obligation, action or task required by one’s job or position. “Her duties as Chief Corporate Counsel included establishing the compliance program.”
earmarking: the dedication of public funds for a specific program or purpose. Revenues are earmarked by law, while expenditures are earmarked by appropriations (spending) bills or reports. In practice, lawmakers often place earmarks in appropriations to reward lobbyists and campaign donors. “The majority forced a vote to implement earmarking restrictions.”
elements: parts of something. Specifically the component parts of a legal claim, cause of action, or crime. In order to prevail, the plaintiff or prosecutor, respectively, must prove each element of the claim or crime. “The prosecution failed to prove the element of intent.”
You can also say:
• elements of a case
• elements of a crime
enforce: to compel obedience or compliance with. “The plaintiff sought to enforce the judgment in its favor by attaching the defendant’s assets.”
entered into force: this refers to the date and process by which law goes into effect. “According to government sources, the law should enter into force sometime next year.” Legislation and contracts may enter into force on:
• A date specified by the contract or legislation.
• When it is promulgated:
o Parliamentary systems: When it receives Royal Assent by the head of state.
o Presidential systems: When signed by the President.
• When it receives the requisite majority of votes or ratifications.
You can also say:
• comes into force
• goes into effect
• becomes effective
equity: justice according to fairness as distinguished from the automatic application of law. “The Court found that rules of equity should govern whether courts grant a permanent injunction in litigation arising under the Patent Act.” Here, equity refers to a system of law originating in England and comprising a body of substantive and procedural rules and doctrines that supplement or override common and statutory law. Historically, courts of equity arose in England from a need to provide relief for claims that did not conform to the system in the courts of law. While the courts of equity originally exercised great discretion in fashioning remedies, over time, they established precedents and doctrines that were distinct from those used in the courts of law. Today the courts of law and equity are united in England and in the US federal system and they apply both legal and equitable principles and offer both legal and equitable relief, although generally equitable relief is still granted when there is no adequate remedy at law. Equity is also used to refer to the principles that developed in the courts of equity and to the body of rules developed in the courts of equity.
Other common uses of equity:
Attorneys who practice banking and finance and corporate law commonly use the term equity to describe the money value of a property, or a risk interest or ownership right in property such as the ownership interests of shareholders in a company. It may also be used to refer to the common stock of a company. “The company said it plans to defer a $150 million equity offering to later in 2006.”
equity loan or home equity loan: a loan or line of credit secured by the equity in one’s home. Sometimes called equity loan, home equity line, home equity line of credit. “Like credit cards, home-equity lines of credit are linked to the prime rate.”
equity: stock in a company, including both common and preferred shares. Shares are often referred to as equity securities or just equities. “The investor was seeking an investment in equities .”
Other use: In accounting, funds contributed by shareholders through direct payments or retained earnings are called shareholders’ equity.
evidence: any type of proof presented at trial by witnesses, records, documents, exhibits, etc. “Neither party presented any evidence regarding their relative states of mind when they entered into the contract.”
exclude: to keep out or prevent the entrance of. “Before, Americans working abroad could exclude as much as $80,000 of their foreign-earned earnings when filing their U.S. taxes, however the new law increases the amount they can exclude.”
exemption: legal exception. “Reporting Exemption - The insider reporting requirement does not apply to an issuer for acquisitions of securities of its own issue by the issuer under a normal course issuer bid.”
exercise: to use a right or interest. “The options holder exercised his rights pursuant to the option agreement.”
expose: to show publicly, to place on public view, reveal, to subject or allow to be subjected to a condition, action or influence. “The newspaper article exposed corruption in the country’s two major political parties.”
fiduciary duties: the obligation of a fiduciary to act on behalf of another and to be extremely loyal to the person owed the duty; he or she must not put their personal interests before the duty, and must not profit from their position as a fiduciary. “The fiduciary duties of a company director include the duty to act in good faith in the best interests of the company and to avoid conflicts of interest, therefore it was a breach of the CEO’s fiduciary duty to give himself a bonus that exceeded the company guidelines.”“Board members owe a fiduciary duty to the company.”
Related terms :
fiduciary duty: the singular form of fiduciary duties.
fiduciary relationship: a relationship in which a person has a duty to act for another’s benefit involving trust and good faith.
file: to deliver a legal instrument or other paper to an official of a body or organisation for the purpose of being kept in the records of such body or organisation. “Counsel for the plaintiff filed the motion in the district court.”
finding: a decision by a court or tribunal regarding a question of fact. “The court’s finding
was in our favour.”
Related term: A finding of fact is a determination made by the fact finder (usually a judge or a jury) based on the evidence regarding an issue involving the facts of a case raised by one party to a case, whereas a finding of law is a ruling made by the court, based on law, on issues of law.
fraud: an intentional distortion of the truth in order to cause someone else to rely on the distortion for the purpose of causing the other person to give up something of value. “His actions were misleading but did not rise to the level of fraud.”
Related term: defraud: to deprive of a right or interest by fraud.
funds: money or other resources available for a specific purpose. “Many small businesses make the mistake of using short-term funds for long-term investments.”
Related term: hedge fund: an aggressively managed portfolio of investments that uses advanced investment strategies such as leverage with the goal of generating maximum return on investment. Similar to mutual funds in that investments are pooled and professionally managed, hedge funds are distinguishable because they are often unregulated and have more flexibility in investment strategies. This flexibility allows fund managers to make speculative investments that can carry greater risk than the overall market. Most often hedge funds are established as private investment partnerships that are open to a limited number of sophisticated investors and require a very large initial minimum investment.
Note: The term hedging generally means the practice of attempting to reduce risk, and indeed early hedge funds tried to hedge against the downside risk of markets.
general counsel: the chief lawyer of a legal department of a company, government authority or other organization. An in-house counsel. “The General Counsel represents the Commission in litigation in federal courts, recommends decisions in adjudicatory matters before the Commission, and performs a variety of legal functions regarding internal and other administrative matters.”
Related words and concepts:
in-house counsel: lawyer working at a company; corporate counsel. The top in-house counsel may be referred to as the general counsel.
defense counsel: (UK spelling: defence): lawyer representing a defendant in criminal or civil actions.
opposing counsel: lawyers representing the other side (the opponents) in a dispute.
good faith: a state of mind whereby a person has an honest belief that he is observing reasonable commercial standards of fair dealing. “The purchase was made in good faith.”
granted: to permit as a right or privilege. More generally, to consent to the fulfillment of something. “The court granted the defendant’s motion to dismiss.”
Note: Specifically, grant is used to describe the act of transferring possession or title to something by a deed or writing, the property transferred or the deed or writing itself. However, when the subject matter concerns real property, lawyers commonly use the verb to convey rather than grant: “X conveyed his ranch to Y.” Grant can also mean to concede or acknowledge: “Granted , the contract was breached, but were there any damages?”
gross: flagrant, shameful, beyond all measure. “When the lawyer failed to appear at trial, she committed a gross dereliction of her duties to her client.”
guidelines: a principle by which standards are set or a course of action is determined. “The Government has issued guidelines for the reporting of per diem expenses.”
hold: an anonymous objection by a United States Senator to scheduling a matter for consideration by the Senate. “The Senator placed a hold on the bill in order to gain leverage in his negotiations with the administration.”
holding: the legal principle established by a court decision or a ruling by a court during trial. “The holding was used by many courts in later decisions.”
Related terms: The verb form of the word is to hold, e.g. “The court found did not find enough evidence to hold in the defendant’s favour.”
implement: to put into effect through a definite plan. “The employees were informed that the new policy on data creation and retention would be implemented starting on Monday.”
implementation: the carrying out or putting into effect an aim or order. “Only a few member states of the EU have implemented the directive.”
Note: The verb is to implement.
implied: indicated by actions, circumstances or statements but not explicitly stated. should not be confused with ‘inferred’ where the hearer or reader ‘infers’ something while the speaker or writer ‘implies’ something. “Although the company stated that it never agreed to sell the products, its behaviour of delivering the products and sending an invoice implied a sale by them.”
Related term: implied power: rights or authority conferred by statute as opposed to expressly
stated in the articles of association. Business activities which a corporation
may lawfully conduct and which are incidental to its main activities.The corporation
had the implied power to raise loans.
in-house counsel: a lawyer working at a company; corporate counsel. “These types of claims are handled by in-house counsel.”
incompatible: incapable of blending because of disharmony or incongruity. “The proposal threatens to make company law incompatible with the practical running of companies.”
Other forms:
Compatible
Compatibility
indictment: a shortened form of bill of indictment, an indictment is the formal written charge issued by a grand jury stating that there is enough evidence that the defendant committed the alleged crime to justify a trial. Called an information in some jurisdictions. “According to the indictments, the former CEO and other corporate insiders have been charged with conspiracy.”
Related term: A true bill is the document returned by a grand jury that has found the evidence in a bill of indictment sufficient to justify a trial. In practice, this is also referred to as an indictment. The opposite of a true bill is a no bill.
infringement: a violation of a law or right. Used especially in the context of a violation of a copyright, patent or trademark. “The claimant argued that the defendant infringed its copyright by using the software without its consent.” The individual who violates the law or right, infringes the right and is sometimes called an infringer.
Usually, we speak about:
• infringement of a right
• breach of a contract
• violation of a law or statute
initial public offering: often abbreviated to “IPO” and means the first occasion on which a company offers its shares for sale to the general public via a stock exchange. “The initial public offering was effected at a price of USD 3 per share.”
insider trading: the unlawful buying or selling of securities on the basis of information that is non-public. “Mr Smith’s stock sale was the subject of an SEC insider trading investigation, after rumours that he was acting on a tip from an insider.”
injunction: a court order prohibiting a party from doing something, compelling a party to stop doing something, or commanding a party to do some action. “The court issued an injunction barring him from being a director of a public company for five years.” “He got an injunction preventing the company from selling the pirated goods.”
insofar: to the degree or the extent that. “I will assist you insofar as I can.”
instructions: details of a case given by a client to a solicitor or by a solicitor to a barrister. The act of hiring the services of a solicitor, barrister, or law firm. “Our firm has been instructed in relation to the merger of the communications giants.”
Related terms:
To instruct is to authorize an advocate to act or appear, or to convey information to him regarding proceedings, especially to authorize a solicitor or barrister to act on one’s behalf. To convey information as a client to an attorney, an attorney to a counsel, or a judge to a jury.
Instructions to the jury denotes a judge’s summary of the case presented for the benefit of the jury at the end of a trial.
integrated: to make a whole by bringing parts together, to unify. “After some time, the new procedures were fully integrated into the work routine.”
Other use: We also use integrate in the sense of opening something to people of all races or ethnic groups without restriction – to desegregate. “To comply with law, the company took steps to diversify and integrate the workplace.”
introduce: (to introduce a law): to present a proposed law to a legislative body for consideration or approval. “Representative Anderson introduced a law to criminalize the sale of alcohol to persons under the age of 25.”
invoke: to claim or resort to. “The plaintiff failed to invoke provisions of the contract.”
judgment: the final decision of a court determining the claims, rights and obligations of the parties. “The plaintiff appealed the judgment of the trial court.”
Related term: enter judgment: to pass or hand down the final decision of the court in a case thereby determining the rights and obligations of the parties.
jurisdiction: the power and authority of a court to hear and determine judicial proceedings. Also, authority or control, the extent of such authority, and the territory over which authority is exercised. “The High Court has exclusive jurisdiction in relation to this matter”
jurisprudence: the entire subject of law including the study of law and legal questions, the structure of the legal system, and the philosophy or science of law. Also used in reference to divisions or departments of law. “The court did not did not intend to overturn prior copyright jurisprudence.”
jury trial: a trial by 12 of the defendant’s peers who are duly selected to determine the guilt or innocence of the accused. “The defendant elected jury trial
instead of a trial by judge alone.”
Related words:
jury: certain number of persons, selected through establish procedures, who declare the truth of facts based on evidence presented to them.
juror: a person who sits on, or is a member of, a jury.
lacunae: an empty space in the law with no regulations applicable. “The question of dual citizenship is a legal lacunae in some jurisdictions.”
legislation: laws made by a lawmaking body, like Parliament or Congress, as opposed to court-made laws. “The Parliament has recently passed legislation regarding wiretapping which will replace the common law rules.”
legitimate: according to law, rules or principles; genuine, authentic. “He had a legitimate claim
against the company.”
Related term: legitimate use: Lawful use, or conforming to recognized principles or accepted rules and standards. “If they wish to make a copy of a CD for use on their portable music player, this is a legitimate use .” Legitimate may also mean something that is not false nor unauthentic, e.g. “The plaintiff had a legitimate complaint.” We also use the term legitimate to describe children of parents lawfully married to each other. As a verb, it means to make legitimate. The opposite of legitimate is illegitimate.
legitimate use: lawful use, or conforming to recognized principles or accepted rules and standards. “If they wish to make a copy of a CD for use on their portable music player, this is a legitimate use .” Legitimate may also mean something that is not false nor unauthentic, e.g. “The plaintiff had a legitimate complaint.” We also use the term legitimate to describe children of parents lawfully married to each other. As a verb, it means to make legitimate. The opposite of legitimate is illegitimate.
liable: responsible or answerable in law. “The court held the defendant liable under the contract.”
Related term: personally liable: legally obligated or responsible in a personal way.
listed: a security traded on a national or regional securities exchange. “Shares in the company had been listed since 1997.” See also, traded.
Related terms:
over-the-counter stock: stock traded by dealers through telephone and computer contacts directly instead of via a securities exchange.
over-the-counter market: (”OTC”) a widespread aggregation of dealers who trade over-the-counter stock.
unlisted: a security not registered for trading on a securities exchange.
delist: to remove a security from trading on a securities exchange, e.g. for failure to comply with the exchange’s regulations.
litigate: commence and pursue legal proceedings before courts of law or tribunals seized with jurisdiction. “The claimant chose to litigate instead of pursuing some other form of recourse.”
litigant: one of the parties to a lawsuit before a court usually either the plaintiff (UK claimant) or defendant. “There are several potential litigants to this action and thus serious consideration should be given to a class action.”
Related terms:
litigate: commence and pursue legal proceedings before courts of law or tribunals seized with jurisdiction.
litigator: lawyers acting on behalf of the litigants.
malpractice: unreasonable lack of professionalism. “Malpractice claims against doctors are common in the United States.”
mandatory: compulsory, obligatory. “The mandatory audit rules for small companies have been abolished; the rules are now voluntary.”
material: of importance, essential, or of enough significance as to have possible substantial influence on an outcome. “The testimony of the eyewitness was material.” “Smith revealed his highly specific knowledge of material nonpublic information in a series of tape-recorded conversations that he had with his broker.”
matter: a transaction or situation for which a lawyer is providing advice for a client. “The senior partner informed his partners of a new matter on which the firm would be retained.”
merger: combination of usually two companies which results in effectively no transfer of control, and the two groups of shareholders are in a position to continue their shareholdings as before but on a combined basis. “A merger of the two companies was the inevitable result after many years of co-operation.”
misconduct: conduct in breach of some established rule. “There was no misconduct by the employee.”
mitigate: to lessen or minimize the severity of. “After the accident, the company initiated an operation that was designed to mitigate any threat to the public.”
Related term: mitigation of damages: a doctrine in contract and tort law that requires a person injured by another to lessen or minimize the severity of one’s losses.
motion: an application made to a court or judge in relation to a particular issue in the proceedings to require the other party to do or refrain from doing something. “The motion hearing was set for 10 am before Mr Justice Reid.”
Related term: move: to make a motion in court to get the court to grant the relief asked for. “She moved to postpone the trial date so that she could obtain a new attorney.”
mutually exclusive: something that cannot be simultaneously true. It is synonymous with contradictory. “The message that green business and profit are not mutually exclusive has become a favorite of the former Vice President.”
Related terms: Mutual means having the same relationship each to the other or directed and received by each toward the other or possessed in common and is often used in these phrases:
• mutually contradictory
• mutually acceptable
• mutual benefit
• mutual mistake
• mutual agreement
• mutual assent
• mutual recognition
narrowly tailored: to carefully draft laws or craft policies to address only the objective sought without impinging on other rights such as freedom of speech, and commerce generally. “The legislation must be narrowly tailored to protect minority rights, without placing too great a burden on businesses.”
negligence: (noun) the failure to do something which a reasonable person would do under the circumstances, or the doing of something which a reasonable and prudent person would not do under the circumstances. “The court found that the company’s failure to maintain an archive of e-mail correspondence constituted negligence.”
Related words: negligent: “The doctor’s failure to ask the patient whether he smoked cigarettes, while negligent, was not a proximate cause of the patient’s injury.”
negligent: failing in care; characterized by an omission to do something which a reasonable person would do under the circumstances. “The court held that the bank was negligent in failing to check the identity of the person who withdrew the funds.”
notify: advise, inform somebody of something. “The contract called for the seller to notify the buyer of any known deficiencies in the product.”
order: (verb) to direct a party before the court to perform a particular act or refrain from certain acts, or to direct a public official or court employee to take certain actions. (noun) an authoritative command, mandate or instruction, especially when issued by a judge or court, directing that something be done or that there is prohibition against some act. “The judge ordered the attorney to not digress and to stay on point.”
Note: The past tense of the verb to order is ordered.
override: to set aside or cancel with superior authority or power; to supersede. “The decision by the board of directors overrides the CEO’s earlier decision.”
oversight: supervision or monitoring. “The commission was charged with the oversight of
compliance with the new regulations.”
Note: An oversight is an omission; a failure to do something, often by the failure to notice something. “I’m sorry you weren’t included on the guest list. It was an oversight.”
pass: to adopt or enact a law. “The bill was passed unanimously in the House of Representatives.”
performance: fulfilment of an obligation; the act of fulfilling or accomplishing a contract or other obligation or duty. “She was negligent in the performance of her job.” “His performance of the contract was not to the customer’s satisfaction.”
plain: obvious, unmistaken. “Writing contracts in plain language rather than using legalese will save time and money since it will be easier for all to understand.”
plaintiff: a person who brings an action in court. “The plaintiff moved for a summary judgment.”
plead: to make or answer formally an allegation in legal proceedings. “He decided to plead guilty to murder when he realized that the prosecutor had overwhelming evidence of his guilt.”
pleading: the formal claims presented by the parties to a lawsuit which are intended to give notice of what to expect at trial. “In this case, the pleadings consist of the complaint, the answer, a counterclaim and the reply to the counterclaim.”
policy: general principles by which a government or company is governed in its affairs. “The company had a generous parental leave policy.”
plaintiff: a person who brings an action in court. “The plaintiff moved for a summary judgment.”
practice: a usual or customary act or proceeding. Also, the exercise of a profession. “As a matter of standard practice, the municipality posted the agenda for board meetings on Thursday afternoons.” “The young attorney opened her own practice in the town where she grew up.”
preclusion: the act of preventing or excluding something. “The preclusion of spousal testimony resulted in the charges being dropped.”
preponderance of evidence: evidence which is more convincing than the evidence offered in opposition to it. “The defendant in the contract action showed, by preponderance of the evidence, that the defendant had misrepresented its capacity to fulfil the contract.”
prima facie: before closer inspection, at first sight, or on the face of it. True, valid, authentic, or adequate at first sight: on first appearance absent other information or evidence. Self-evident; evident without proof or reasoning; obvious. Sufficient to establish a fact or case unless disproved. The plaintiff presented a prima facie case for breach of copyright and when the matter proceeded to trial the plaintiff successfully proved his allegations.
Related words:
prima facie case: a lawsuit or criminal charge which, on its face, appears to be sufficient and supported by the requisite minimum of evidence, “open and shut.”
prima facie evidence: evidence that is sufficient to prove a factual matter at issue and justify a favorable judgment on that issue unless rebutted.
privilege: a right, benefit, exemption from duty, or immunity from penalty granted by law to a person or a group or a class of people such as the right not to testify. “She argued that providing the documents would violate the attorney-client privilege.”
Related terms: Testimonial privilege or privileged communications generally describe several forms of protected communications that occur in the context of professional confidentiality, such as the attorney-client relationship, and allow the parties involved in the communication to resist legal pressure to reveal the contents of the communications.
prohibit: to forbid by authority such as a legislature. Prohibit can also mean to prevent or preclude. “The statute prohibits smoking in hospitals and public spaces.”
prohibited: past tense of prohibit: to forbid by authority such as a legislature. Prohibit can also mean to prevent or preclude. “The statute prohibits smoking in hospitals and public spaces.”
proper: may mean within the strictly limited sense, as of a term designating something. “He works for the committee proper , as opposed to an individual member of the committee.” Proper can also mean appropriate or suitable. Lawyers sometimes use proper to describe something called for by a rule or convention. “The domicile of an individual determines the proper jurisdiction.”
Related terms:
• proper amount
• proper records
• proper form of action
prosecute: 1. to proceed against a person with criminal charges. 2. to carry on a legal action against someone. “My client has instructed me to prosecute this action to the fullest.”
proxy statement: the proxy statement is the written material which goes with the solicitation (asking for) of a proxy from a shareholder. “The proxy statement was filed with the Financial Supervisory Authority.”
Related terms:
• proxy: the written authority to act or vote on behalf of another person.
• proxy holder: the party authorized to vote
• proxy fight: a contest between two or more opposing sides to solicit proxies from shareholders in order to gain control of the company through the election of the board of directors.
quid pro quo: literally means “something for something” and signifies an equal exchange or substitution that one makes with another in return for something done, given or promised. “The institutional investor provided orders to the brokerage as a quid pro quo for the firm’s research.”
quorum: the minimum number of persons required at a board meeting or general meeting in order for business to be conducted. “A quorum requires at least five board members to be present.”
rationale: an explanation of the fundamental reasons or basis for something. “The judge crafted a compelling rationale for the court’s decision.”
recital: one of a number of formal statements of fact contained in the preamble of legislation or a contract. More generally, it is a detailed statement giving facts and figures. “The plaintiff’s counsel gave a recital of the defendant’s unlawful activity.”
Note: In legislative and contractual usage, recitals are often preceded by “whereas”.
regulation: rules issued by a governmental department in order to carry out the intent of the law. “The Department of Immigration has issued new regulations regarding the granting of temporary residence permits.”
Related term: regulate: to direct by a rule or principle.
relief: the assistance or benefit sought from a court for something suffered. “Courts may grant other types of relief in addition to damages.”
rendered: in this sentence, render means to cause to become or make. “The hurricane rendered performance of the contract impossible.” Render has a number of other senses, and we often use it to in the following ways:
“The professor rendered an opinion.” - to submit or present for consideration or approval
“The doctor rendered assistance at the scene.” - to provide or make available
“The jury rendered its verdict this morning.” - to deliver or pronounce formally
You can also say:
• judgment rendered by a court
• the judge rendered a decision
resolve: the adoption of a resolution by an official body by vote. “It was resolved to grant the Board of Directors a release from liability.”
restitution: restoring of anything taken unlawfully from someone or the reparation for loss or injury made by compensation or giving of an equivalent. “Smith has agreed to pay $675,000 in restitution to the SEC’s victim fund.”
retain: to keep in possession. “The court allowed the landlord to retain the deposit paid by the tenant.”
retained: to hire the services of a person or firm; particularly a lawyer or law firm. “The law firm was retained by the company to represent it in the copyright infringement suit.”
retainer: an advance fee paid to a lawyer; as the lawyer works on the case, he or she will bill time against this fee. “Due to the expense of litigating this case, our attorney has requested a large retainer up front.”
reveal: to disclose, divulge, or make known. “Further enquiry revealed that the plaintiff was aware of the risk that the property was polluted.”
ruling: a judicial or administrative decision on a more limited question (e.g. admission of evidence or interpretation of a statute or rule). “The ruling applied only to the defendant’s evidence.”
Some other types of judicial decisions are:
judgment: the final decision of a court determining the claims and rights and obligations of the parties.
holding: the legal principle established by a court decision or a ruling by a court during trial
opinion: a statement by a judge or court explaining the reasons for a decision in a particular case
decision: a broad term used to describe a determination made by a court. It includes rulings, holdings, and orders
finding: often refers to a decision regarding a question of fact
decree: a declaration by a court announcing the legal consequences of a finding of fact (e.g. divorce decree)
sentence: the judgment of a court in a criminal case imposing punishment on the defendant
order: a direction by a court or judge telling a party to do (or not do) something
verdict: The formal decision or finding of a jury in a case.
sanctions: penalties. “An employee’s violation of the Company’s insider trading policy may subject the employee to Company-internal sanctions, including termination of employment for cause.”
Related term: sanction: a law enacting a penalty for disobedience or a reward for obedience. “The new bill allowing free downloads of copyright music for personal use goes against the music industry’s calls for the sanctioning of such copyright violations.”
scheme: a combination of elements that are connected, adjusted, and integrated by design. “Publicly listed companies have had to adjust to the broad statutory scheme for corporate accounting.”
Note: Scheme can also refer to an unethical or fraudulent plan: “The officers were implicated in a complex scheme to defraud investors.”
scienter: (noun) the mental state which is an element of fraud, knowledge
of the nature of one’s fraudulent acts or omissions; (adverb) with knowledge,
knowingly. “Courts sometimes insist on a higher
level of scienter in criminal insider trading cases as compared with civil.”
scope: an area or range in which something or someone operates or has power to do so. “The commission’s limited scope of authority made it merely an advisory body.”
Words that often go with scope:
• limited scope
• scope of employment
• scope of an agreement
serve with legal process: the execution and delivery of a document relating to legal proceedings. Examples include writs, summonses, criminal complaints, etc. Sometimes called “service”. “Service of legal process may be difficult in this case due to the fact that the defendant is difficult to get hold of.”
settle: to reach an agreement regarding something in dispute. Especially, to resolve a legal dispute, prior to commencing court proceedings, or a lawsuit without a final court judgment by negotiation between the parties. “The parties settled the dispute out of court.”
Related term:
settlement: the resolution of a legal dispute.
in-kind settlement: something other than money paid when a case is settled.
settle out of court: to come to an agreement about what is owing between the parties without the assistance of the court or judicial proceedings. A private agreement between the parties either prior to litigation or during litigation where the case is then withdrawn. “The parties agreed to settle out of court rather than risk the uncertainty of a judgment.”
You can also say:
• settlement
• out of court settlement
• settlement agreement
• structured settlement
stanch: stop the flow of. Stanch is the more common spelling of the verb, though it may also be spelled staunch. “The layoffs were part of a plan to stanch the firm’s budget problems.”
Note: As an adjective, it is commonly spelled staunch and means firm, loyal, faithful, and steadfast.
stare decisis: Latin for “to stand by a decision”. The doctrine under which a trial court is bound by appellate court decisions on questions of law which are raised in the lower court. Trail courts cannot ignore precedents and must rely upon them until an appellate court changes the rule. Adherence to this doctrine insures certainty, consistency, and stability in the administration of justice. “He argued that the court was compelled by the principles of stare decisis and controlling precedent to dismiss the case.”
Related term: precedent – an appeals court judgment which establishes the legal rule for future cases which turn on the same question of law.
strike a balance: generally, to find the midpoint, or a compromise between two compelling needs or objectives. “The government sought to strike a balance between protecting copyright and the promotion of learning and culture.”
strike out: to order text to be deleted or removed. In UK legal proceedings, the court may order written material to be deleted so that it may no longer be relied upon or the court may delete the whole or part of a statement of case which discloses no reasonable grounds for bringing or defending a claim or which is an abuse of the process. “The court ordered the claim for damages struck out .”
Note: The term “strike out” can also be used in a non-judicial context. For example, in contract discussions a party might say “Let’s strike out clause 15”.
stringent: rigorous standards which require strict attention and adherence to rules and procedures. The opposite of stringent is lenient or flexible. “The defence team refused to submit to stringent security clearance procedures.”
subject to: being under the authority, control or rule of something. “These rules are subject to three important exceptions.”
Related phrase: subject to review: something that may be examined to determine whether is should be changed or corrected.
substantial: real, of value, worthwhile. “Substantial evidence is evidence which a reasonable person can accept as sufficient to support a particular conclusion.”
testimony: oral evidence given by a witness under oath in a legal proceeding. “The testimony was crucial to the case.”
third party: a person other than the parties directly involved in a transaction or dispute. Also denotes an independent person not involved in the dispute or associated with the parties and with no legal interest in the matter. “The dispute will be resolved through the offices of an impartial third party.”
timely: in the proper time as specified, e.g. in a contract. “The buyer made timely
payment of the purchase price.”
tip: (noun) material, non-public information about a security given to an investor; (verb) to give material, non-public information about a security to an investor. “The allegation is that Smith sold his stock acting on an unlawful tip received from his broker.”
tippee: investor who receives material, non-public information about a security. “The tippee knew or ought to have known that this was insider information and that it would be unlawful to act on it.”
tipper: person who passes on material non-public information about a security to an investor. “The tipper acquired material, non-public information and passed it on in breach of his fiduciary duty to the company.”
tipping: giving of material, non-public information about a security to an investor. “Insider trading includes tipping others when you have any sort of nonpublic information.”
traded: the purchase and sale of shares. “The company’s shares are traded on the New York Stock Exchange.”
transparency: easily understood or seen through, straightforward, obvious, open. “Scandals like the one that toppled XYZ, Inc. have sparked calls for greater corporate transparency .”
Note: In the European Union, the term transparency is often used to mean openness in the way the EU institutions work. This openness refers to both improved public access to information, and clearer and more readable documents including laws and, ultimately, the EU Treaty itself.
transposition: the act of placing something, here legislation in the form of an European Union Directive, in a different setting, or language such as the law of a member state. “The conference focused on the transposition of EU legislation at the member state and regional level.”
trial: a judicial examination and adjudication by a court of law in legal proceedings between two or more parties. “The trial has been set for 10 November this year.”
tribunal: a forum in which justice is administered. Tribunal usually refers to either a court of law or arbitral tribunal. “The parties were anxious to ensure that the employment organization appointed a truly independent, impartial tribunal to hear the dispute.”
trier of fact: the jury or the judge which is charged with deciding issues of fact as opposed to issues of law. “The trier of fact was a jury of twelve.”
ultra vires: Latin for “beyond the power”. In corporate law, it refers to acts of a corporation and/or its officers that exceed the powers and/or authority allowed a corporation by law. “The Board’s approval of the measure was ultra vires .”
unauthorized: without authority or permission. “The unauthorized sale of personal phone records by brokers is under investigation by the Federal Communications Commission.”
unequivocal: having only one meaning or interpretation. “The chairman of the board gave a clear and unequivocal statement at the shareholders meeting that he did not support the resolution.”
value: the moral principles or accepted standards of a person or group. “Our values include a high respect for honesty and openness.”
veto: to forbid, prohibit or stop a vote from passing with authority. “Since the decision must be unanimous, no one has veto power.”
verdict: the formal decision or finding of a jury in a case. “The jury’s verdict was ‘guilty’.”
Some other types of judicial decisions are:
judgment: the final decision of a court determining the claims and rights and obligations of the parties.
ruling: a judicial or administrative decision on a more limited question (e.g. admission of evidence or interpretation of a statute or rule)
holding: the legal principle established by a court decision or a ruling by a court during trial
opinion: a statement by a judge or court explaining the reasons for a decision in a particular case
decision: a broad term used to describe a determination made by a court. It includes rulings, holdings, and orders
finding: often refers to a decision regarding a question of fact
decree: a declaration by a court announcing the legal consequences of a finding of fact (e.g. divorce decree)
sentence: the judgment of a court in a criminal case imposing punishment on the defendant
order - a direction by a court or judge telling a party to do (or not do) something
violate: to contravene or go against. “His actions clearly violate the
express terms of the agreement.”
Related word: violation: offence, breach, infringement.
violation: offence, breach, infringement. “Any violation of the general prohibition against insider trading may lead to a prison sentence of up to six years.”
waiver: the voluntary and intentional giving up of a right. “Since notice of the meeting had not been duly given, a waiver of notice was required before the meeting could proceed.”
wholly owned subsidiary: a subsidiary company that is owned entirely (100%) by its parent company. “Fasty Limited, a company incorporated in England, is a wholly owned subsidiary of Fasty Inc., a company incorporated in the United States.”
Note: Though often written as “wholly-owned” the correct form is not hyphenated: “wholly owned”. Disregarding the presence of any parenthetical modifier, adverbs ending in ‘ly’ always modify the word immediately following them. Thus, they do not require a hyphen to indicate which word they modify. This is true in both British and American English.
windfall: a sudden or unexpected gain or advantage, often financial. “The court should not allow the plaintiff to get a windfall just because the defendant made a simple mistake.”
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