short-swing profits. Profits made by a corporate insider on the purchase and sale (or sale and purchase) of company stock within a six-month period. • These profits are subject to being returned to the company. [Cases: Securities Regulation 53.10–53.22. C.J.S. Securities Regulation §§ 142–153.]
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The constitutional principle that the Commerce Clause prevents state regulation of interstate commercial activity even when Congress has not acted under its Commerce Clause power to regulate that activity. — Also termed Negative Commerce Clause. [Cases: Commerce 10. C.J.S. Commerce § 14.]
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Work that involves some frequent lifting and moving. • Under the Social Security Administration regulations for describing a worker’s physical limitations, medium work includes lifting up to 50 pounds, with frequent lifting or carrying of objects weighing up to 25 pounds. 20 CFR § 404. [Cases: Social Security and Public Welfare 140.40, 143.70–143.80. C.J.S. Social
A company formed to acquire and manage a portfolio of diverse assets by investing money collected from different sources. • The Investment Company Act of 1940 defines the term as an issuer of securities that (1) is, holds itself out to be, or proposes to be engaged primarily in the business of investing, reinvesting, or
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proxy, n. 1. One who is authorized to act as a substitute for another; esp., in corporate law, a person who is authorized to vote another’s stock shares. Cf. absentee vote under VOTE(1). [Cases: Corporations 198(1); Securities Regulation 49.10–49.30. C.J.S. Corporations §§ 373, 385, 387–388, 392–393; Securities Regulation §§ 229–241, 273.] 2. The grant of
court-martial, n. An ad hoc military court convened under military authority to try someone accused of violating the Uniform Code of Military Justice, particularly a member of the armed forces. [Cases: Armed Services 42; Military Justice 870–898. C.J.S. Armed Services § 166; Military Justice §§ 13, 138–158.] Pl. courts-martial. — court-martial, vb. “[C]ourts-martial are not
buried-facts doctrine. Securities. The rule that a proxy-statement disclosure is inadequate if a reasonable shareholder could fail to understand the risks presented by facts scattered throughout the proxy. • In applying this rule, a court will consider a securities disclosure to be false and misleading if its overall significance is obscured because material information is
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scandalous subject matter. Trademarks. A word, phrase, symbol, or graphic depiction that the U.S. Patent and Trademark Office may refuse to register because it is shockingly offensive to social mores. • Although the Lanham Act uses the phrase “immoral, deceptive, or scandalous subject matter,” courts have not distinguished “scandalous” from “immoral.” [Cases: Trade Regulation 161.
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Investment in securities only to hold them long enough to profit from market-price fluctuations. [Cases: Securities Regulation 53.10–53.22. C.J.S. Securities Regulation §§ 142–153.]
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futures contract. An agreement to buy or sell a standardized asset (such as a commodity, stock, or foreign currency) at a fixed price at a future time, usu. during a particular time of a month. • Futures contracts are traded on exchanges such as the Chicago Board of Trade or the Chicago Mercantile Exchange. —