Terms Used In Nebraska Statutes > Shareholders Protection Act

• Acquire: when used in connection with a grant of power or property right to any person shall include the purchase, grant, gift, devise, bequest, and obtaining by eminent domain. See Nebraska Statutes 49-801
• Acquiring person: shall mean a person who makes or proposes to make a control-share acquisition. See Nebraska Statutes 21-2434
• Action: shall include any proceeding in any court of this state. See Nebraska Statutes 49-801
• Affiliate: shall mean a person who directly or indirectly controls, is controlled by, or is under common control with another person. See Nebraska Statutes 21-2435
• Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
• Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
• Case law: The law as laid down in cases that have been decided in the decisions of the courts.
• Company: shall include any corporation, partnership, limited liability company, joint-stock company, joint venture, or association. See Nebraska Statutes 49-801
• Contract: A legal written agreement that becomes binding when signed.
• Control-share acquisition: shall mean an acquisition, directly or indirectly, by an acquiring person of ownership of voting stock of an issuing public corporation that, except for the Shareholders Protection Act, would, when added to all other shares of the issuing public corporation owned by the acquiring person, entitle the acquiring person, immediately after the acquisition, to exercise or direct the exercise of a new range of voting power within any of the following ranges of voting power: (1) At least twenty percent but less than thirty-three and one-third percent. See Nebraska Statutes 21-2439
• Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
• Domestic: when applied to corporations shall mean all those created by authority of this state. See Nebraska Statutes 49-801
• Equitable: Pertaining to civil suits in "equity" rather than in "law." In English legal history, the courts of "law" could order the payment of damages and could afford no other remedy. See damages. A separate court of "equity" could order someone to do something or to cease to do something. See, e.g., injunction. In American jurisprudence, the federal courts have both legal and equitable power, but the distinction is still an important one. For example, a trial by jury is normally available in "law" cases but not in "equity" cases. ^{Source: U.S. Courts}
• Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
• Fair market value: The price at which an asset would change hands in a transaction between a willing, informed buyer and a willing, informed seller.
• Fiduciary: A trustee, executor, or administrator.
• Foreign: when applied to corporations shall include all those created by authority other than that of this state. See Nebraska Statutes 49-801
• Gift: A voluntary transfer or conveyance of property without consideration, or for less than full and adequate consideration based on fair market value.
• Interested shareholder: shall mean any person, other than the issuing public corporation or any subsidiary of the issuing public corporation, who is (1) the owner, directly or indirectly, of ten percent or more of the outstanding voting stock of such corporation or (2) an affiliate or associate of such corporation and at any time within the five-year period immediately prior to the date in question was the owner, directly or indirectly, of ten percent or more of the then outstanding voting stock of such corporation. See Nebraska Statutes 21-2440
• Interested shares: shall mean the voting stock of an issuing public corporation owned by an acquiring person. See Nebraska Statutes 21-2441
• Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
• Lease: A contract transferring the use of property or occupancy of land, space, structures, or equipment in consideration of a payment (e.g., rent). ^{Source: OCC}
• Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
• Lien: A claim against real or personal property in satisfaction of a debt.
• Mortgage: The written agreement pledging property to a creditor as collateral for a loan.
• Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
• Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
• Person: shall mean any individual, corporation, partnership, limited liability company, unincorporated association, or other entity. See Nebraska Statutes 21-2444
• Person shall: include bodies politic and corporate, societies, communities, the public generally, individuals, partnerships, limited liability companies, joint-stock companies, and associations. See Nebraska Statutes 49-801
• Personal property: All property that is not real property.
• State: when applied to different states of the United States shall be construed to extend to and include the District of Columbia and the several territories organized by Congress. See Nebraska Statutes 49-801
• Statute: A law passed by a legislature.
• Trustee: A person or institution holding and administering property in trust.
• United States: shall include territories, outlying possessions, and the District of Columbia. See Nebraska Statutes 49-801
• Voting stock: shall mean stock of any class or series entitled to vote generally in the election of directors. See Nebraska Statutes 21-2447
• Year: shall mean calendar year. See Nebraska Statutes 49-801