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Glossary
Complex Commercial Litigation
Entity and Structure Issues terms within complex commercial litigation.
complex-commercial-litigation
An accounting is an equitable remedy compelling disclosure and reconciliation of financial dealings.
Alter ego liability disregards corporate separateness to reach owners for the entity's obligations.
A books and records demand permits a shareholder to inspect corporate records for a proper purpose.
The business judgment rule presumes directors acted on an informed basis, in good faith, and in the corporation's best interests.
A constructive trust is an equitable remedy treating a wrongful holder as trustee of property for the rightful owner.
Corporate separateness is the maintenance of distinct identity among affiliated entities, protecting limited liability.
De facto merger treats an asset purchase as a merger where the transaction has a combination's substance.
A dissolution claim seeks judicial winding up of an entity on statutory grounds.
A fraudulent transfer is a transaction avoidable because it hindered creditors or lacked reasonably equivalent value.
Guaranty enforcement pursues a guarantor for the principal obligor's unpaid obligation.
Judgment-proof describes a defendant whose assets are insufficient or exempt, making a judgment uncollectible.
Officer and director liability holds individuals personally responsible for their own conduct or breaches of duty.
Piercing the corporate veil is the doctrine allowing courts to hold owners personally liable for a corporation's obligations in exceptional circumstances.
A derivative action is brought by a shareholder on the corporation's behalf to remedy harm to the company itself.
Single business enterprise treats affiliated entities as one where they operate as an integrated business.
Successor liability holds a company that acquired another's assets responsible for the predecessor's obligations in defined circumstances.
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