A taxable benefit derived by a shareholder from the corporation even though the benefit was not designated a dividend. • Examples include excessive compensation, bargain purchases of corporate property, and shareholder use of corporate property. [Cases: Internal Revenue 3750–3768. C.J.S. Internal Revenue §§ 72, 389–390, 395.]
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transfer payment. (usu. pl.) A governmental payment to a person who has neither provided goods or services nor invested money in exchange for the payment. • Examples include unemployment compensation and welfare payments. [Cases: United States 82(1). C.J.S. United States §§ 155, 158.]
nerve-center test. A method courts sometimes use to determine the location of a company’s principal place of business, by examining where the company’s central decision-making authority lies. • Factors include the locations where the corporate officers, directors, and (sometimes) shareholders reside, and where they direct and control the corporation’s activities. [Cases: Corporations 52; Federal Courts
equipment, n. The articles or implements used for a specific purpose or activity (esp. a business operation). • Under the UCC, equipment includes goods if (1) the goods are used in or bought for a business enterprise (including farming or a profession) or by a debtor that is a nonprofit organization or a governmental subdivision
saving clause. 1. A statutory provision exempting from coverage something that would otherwise be included. • A saving clause is generally used in a repealing act to preserve rights and claims that would otherwise be lost. [Cases: Statutes 228, 277. C.J.S. Statutes §§ 370–372, 431.] 2. SAVING-TO-SUITORS CLAUSE. 3. SEVERABILITY CLAUSE. — Also termed savings
core rights. 1. Human rights that are generally recognized and accepted throughout the world. • These rights include freedom from extrajudicial execution, torture, and arbitrary arrest and detention. Core rights are embodied in many human-rights conventions, including the Universal Declaration of Human Rights, the International Covenant on Civil and Political Rights, and the International Covenant
A department or other instrumentality of the executive branch of the federal government, in-cluding a government corporation and the Government Printing Office. • The Administrative Procedure Act defines the term agency negatively as being any U.S. governmental authority that does not include Congress, the courts, the government of the District of Columbia, the government of
Property that lacks a physical existence. • Examples include stock options and business goodwill. Cf. tangible property. [Cases: Property 1, 2. C.J.S. Property §§ 2–13, 15–20.]
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The value of a commercial enterprise’s assets or of the enterprise itself as an active business with future earning power, as opposed to the liquidation value of the business or of its assets. • Going-concern value includes, for example, goodwill. — Also termed going value. Cf. GOODWILL.
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Robert’s Rules. 1. A parliamentary manual titled Robert’s Rules of Order, originally written in 1875–1876 by Henry M. Robert (1837–1923). • The manual went through three editions under its original title and three more (beginning in 1915) under the title Robert’s Rules of Order Revised. Since 1970 it has been titled Robert’s Rules of Order