Terms Used In Indiana Code > Title 23 > Article 1 - Indiana Business Corporation Law

• affiliate: means a person that directly, or indirectly through one (1) or more intermediaries, controls, is controlled by, or is under common control with, a specified person. See Indiana Code 23-1-43-1
• 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.
• announcement date: when used in reference to any business combination, means the date of the first public announcement of the final, definitive proposal for the business combination. See Indiana Code 23-1-43-2
• Appraisal: A determination of property value.
• Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
• associate: when used to indicate a relationship with any person, means:

  Indiana Code 23-1-43-3

• Attorney-in-fact: A person who, acting as an agent, is given written authorization by another person to transact business for him (her) out of court.
• Bankruptcy: Refers to statutes and judicial proceedings involving persons or businesses that cannot pay their debts and seek the assistance of the court in getting a fresh start. Under the protection of the bankruptcy court, debtors may discharge their debts, perhaps by paying a portion of each debt. Bankruptcy judges preside over these proceedings.
• beneficial owner: when used with respect to any shares, has the meaning set forth in Indiana Code 23-1-43-4
• beneficial shareholder: means the person who is a beneficial owner of shares held by a nominee as the record shareholder. See Indiana Code 23-1-44-6
• business combination: when used in reference to any resident domestic corporation and any interested shareholder of the resident domestic corporation, means any of the following:

  Indiana Code 23-1-43-5

• Clerk: means the clerk of the court or a person authorized to perform the clerk's duties. See Indiana Code 1-1-4-5
• common shares: means any shares other than preferred shares. See Indiana Code 23-1-43-6
• Complaint: A written statement by the plaintiff stating the wrongs allegedly committed by the defendant.
• control share acquisition: means the acquisition (directly or indirectly) by any person of ownership of, or the power to direct the exercise of voting power with respect to, issued and outstanding control shares. See Indiana Code 23-1-42-2
• control shares: means shares that, except for this chapter, would have voting power with respect to shares of an issuing public corporation that, when added to all other shares of the issuing public corporation owned by a person or in respect to which that person may exercise or direct the exercise of voting power, would entitle that person, immediately after acquisition of the shares (directly or indirectly, alone or as a part of a group), to exercise or direct the exercise of the voting power of the issuing public corporation in the election of directors within any of the following ranges of voting power:

  Indiana Code 23-1-42-1

• Conviction: A judgement of guilt against a criminal defendant.
• corporation: includes any domestic or foreign predecessor entity of a corporation in a merger or other transaction in which the predecessor's existence ceased upon consummation of the transaction. See Indiana Code 23-1-37-1
• corporation: means the issuer of the shares held by a dissenter before the corporate action, or the surviving or acquiring corporation by merger or share exchange of that issuer. See Indiana Code 23-1-44-1
• Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
• Decedent: A deceased person.
• Defendant: In a civil suit, the person complained against; in a criminal case, the person accused of the crime.
• Dependent: A person dependent for support upon another.
• Director: includes , unless the context requires otherwise, the estate or personal representative of a director. See Indiana Code 23-1-37-2
• Discovery: Lawyers' examination, before trial, of facts and documents in possession of the opponents to help the lawyers prepare for trial.
• dissenter: means a shareholder who is entitled to dissent from corporate action under section 8 of this chapter and who exercises that right when and in the manner required by sections 10 through 18 of this chapter. See Indiana Code 23-1-44-2
• Entitlement: A Federal program or provision of law that requires payments to any person or unit of government that meets the eligibility criteria established by law. Entitlements constitute a binding obligation on the part of the Federal Government, and eligible recipients have legal recourse if the obligation is not fulfilled. Social Security and veterans' compensation and pensions are examples of entitlement programs.
• 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}
• Escrow: Money given to a third party to be held for payment until certain conditions are met.
• 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.
• Ex officio: Literally, by virtue of one's office.
• Exchange Act: means the Act of Congress known as the Securities Exchange Act of 1934, as amended. See Indiana Code 23-1-43-9
• Executor: A male person named in a will to carry out the decedent
• expenses: include counsel fees. See Indiana Code 23-1-37-3
• 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.
• Guardian: A person legally empowered and charged with the duty of taking care of and managing the property of another person who because of age, intellect, or health, is incapable of managing his (her) own affairs.
• in writing: include printing, lithographing, or other mode of representing words and letters. See Indiana Code 1-1-4-5
• Indemnification: In general, a collateral contract or assurance under which one person agrees to secure another person against either anticipated financial losses or potential adverse legal consequences. ^{Source: FDIC}
• Injunction: An order of the court prohibiting (or compelling) the performance of a specific act to prevent irreparable damage or injury.
• Intangible property: Property that has no intrinsic value, but is merely the evidence of value such as stock certificates, bonds, and promissory notes.
• interest: means interest from the effective date of the corporate action until the date of payment, at the average rate currently paid by the corporation on its principal bank loans or, if none, at a rate that is fair and equitable under all the circumstances. See Indiana Code 23-1-44-4
• interested shareholder: when used in reference to any resident domestic corporation, means any person (other than the resident domestic corporation or any subsidiary of the resident domestic corporation) that is:

  Indiana Code 23-1-43-10

• interested shares: means the shares of an issuing public corporation in respect of which any of the following persons may exercise or direct the exercise of the voting power of the corporation in the election of directors:

  Indiana Code 23-1-42-3

• issuing public corporation: means a corporation that has:

  Indiana Code 23-1-42-4

• Judgment: means all final orders, decrees, and determinations in an action and all orders upon which executions may issue. See Indiana Code 1-1-4-5
• 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.
• liability: means the obligation to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan), or reasonable expenses incurred with respect to a proceeding. See Indiana Code 23-1-37-4
• Litigation: A case, controversy, or lawsuit. Participants (plaintiffs and defendants) in lawsuits are called litigants.
• market value: when used in reference to shares or property of any resident domestic corporation, means the following:

  Indiana Code 23-1-43-11

• Mortgage: The written agreement pledging property to a creditor as collateral for a loan.
• Nolo contendere: No contest-has the same effect as a plea of guilty, as far as the criminal sentence is concerned, but may not be considered as an admission of guilt for any other purpose.
• 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.
• official capacity: means :

  Indiana Code 23-1-37-5

• 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.
• party: includes an individual who was, is, or is threatened to be made a named defendant or respondent in a proceeding. See Indiana Code 23-1-37-6
• Personal property: All property that is not real property.
• Personal property: includes goods, chattels, evidences of debt, and things in action. See Indiana Code 1-1-4-5
• Plaintiff: The person who files the complaint in a civil lawsuit.
• Plea: In a criminal case, the defendant's statement pleading "guilty" or "not guilty" in answer to the charges, a declaration made in open court.
• Precedent: A court decision in an earlier case with facts and law similar to a dispute currently before a court. Precedent will ordinarily govern the decision of a later similar case, unless a party can show that it was wrongly decided or that it differed in some significant way.
• preferred shares: means any class or series of shares of a resident domestic corporation that under the bylaws or articles of incorporation of the resident domestic corporation:

  Indiana Code 23-1-43-12

• preferred shares: means a class or series of shares in which the holders of the shares have preference over any other class or series with respect to distributions. See Indiana Code 23-1-44-4.5
• Presiding officer: A majority-party Senator who presides over the Senate and is charged with maintaining order and decorum, recognizing Members to speak, and interpreting the Senate's rules, practices and precedents.
• proceeding: means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal. See Indiana Code 23-1-37-7
• Quorum: The number of legislators that must be present to do business.
• Recess: A temporary interruption of the legislative business.
• record shareholder: means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent that treatment as a record shareholder is provided under a recognition procedure or a disclosure procedure established under IC 23-1-30-4. See Indiana Code 23-1-44-5
• Remainder: An interest in property that takes effect in the future at a specified time or after the occurrence of some event, such as the death of a life tenant.
• repealed statute: refers to any of the following repealed by P. See Indiana Code 23-1-17.3-1
• resident domestic corporation: means a corporation that has one hundred (100) or more shareholders. See Indiana Code 23-1-43-13
• Service of process: The service of writs or summonses to the appropriate party.
• Settlement: Parties to a lawsuit resolve their difference without having a trial. Settlements often involve the payment of compensation by one party in satisfaction of the other party's claims.
• share: means :

  Indiana Code 23-1-43-14

• shareholder: means the record shareholder or the beneficial shareholder. See Indiana Code 23-1-44-7
• small business: has the meaning set forth in IC 5-28-2-6. See Indiana Code 4-22-2.1-4
• small business ombudsman: refers to the small business ombudsman designated under IC 5-28-17-6. See Indiana Code 4-22-2.1-4.5
• Statute: A law passed by a legislature.
• under common control with: means the possession (directly or indirectly) of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise. See Indiana Code 23-1-43-8
• United States: includes the District of Columbia and the commonwealths, possessions, states in free association with the United States, and the territories. See Indiana Code 1-1-4-5
• Venue: The geographical location in which a case is tried.
• Verified: when applied to pleadings, means supported by oath or affirmation in writing. See Indiana Code 1-1-4-5
• voting shares: means shares of capital stock of a corporation entitled to vote generally in the election of directors. See Indiana Code 23-1-43-17