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166. summary judgment = 不經言詞辯論逕為判決
In law, a summary judgment (also judgment as a matter of law) is a judgment entered by a court for one party and against another party summarily, i.e., without a full trial. Such a judgment may be issued on the merits of an entire case, or on discrete issues in that case.
In common-law systems, questions about what the law actually is in a particular case are decided by judges; in rare cases jury nullification of the law may act to contravene or complement the instructions or orders of the judge, or other officers of the court. A factfinder has to decide what the facts are and apply the law. In traditional common law the factfinder was a jury, but in many jurisdictions the judge now acts as the factfinder as well. It is the factfinder who decides "what really happened," and it is the judge who applies the law to the facts as determined by the factfinder, whether directly or by giving instructions to the jury.
Absent an award of summary judgment (or some type of pretrial dismissal), a lawsuit will ordinarily proceed to trial, which is an opportunity for litigants to present evidence in an attempt to persuade the factfinder that they are saying "what really happened," and that, under the applicable law, they should prevail.
The necessary steps before a case can get to trial include disclosing documents to the opponent by discovery, showing the other side the evidence, often in the form of witness statements. This process is lengthy, and can be difficult and costly.
A party moving (applying) for summary judgment is attempting to avoid the time and expense of a trial when the outcome is obvious. A party may also move for summary judgement in order to eliminate the risk of losing at trial, and possibly avoid having to go through discovery (i.e., by moving at the outset of discovery), by demonstrating to the judge, via sworn statements and documentary evidence, that there are no material factual issues remaining to be tried. If there's nothing for the factfinder to decide, then the moving party asks rhetorically, why have a trial? The moving party will also attempt to persuade the court that the undisputed material facts require judgment to be entered in its favor. In many jurisdictions, a party moving for summary judgment takes the risk that, although the judge may agree there are no material issues of fact remaining for trial, the judge may also find that it is the non-moving party that is entitled to judgment as a matter of law.
167. trial = 言詞辯論
168. promoter = (公司) 發起人
A corporate promoter (also "projector") is a person who solicits people to invest money into a corporation, usually when it is being formed. An investment banker, an underwriter, or a stock promoter may, wholly or in part, perform the role of a promoter. Promoters general owe a duty of utmost good faith, so as to not mislead any potential investors, and disclose all material facts about the company's business.
169. capital = 資本
In classical and neoclassical economics, capital is one of the factors of production. The others are land, labour and, according to some proponents, organization, entrepreneurship, or management.
170. shareholder (stockholder) = 股東
A shareholder or stockholder is an individual or institution (including a corporation) that legally owns a share of stock in a public or private corporation. Stockholders are granted special privileges depending on the class of stock. These rights may include:
The right to sell their shares,
The right to vote on the directors nominated by the board,
The right to nominate directors (although this is very difficult in practice because of minority protections) and propose shareholder resolutions,
The right to dividends if they are declared,
The right to purchase new shares issued by the company, and
The right to what assets remain after a liquidation.
Stockholders or shareholders are considered by some to be a subset of stakeholders, which may include anyone who has a direct or indirect interest in the business entity. For example, labor, suppliers, customers, the community, etc., are typically considered stakeholders because they contribute value and/or are impacted by the corporation. Shareholders in the primary market who buy IPOs provide capital to corporations; however, the vast majority of shareholders are in the secondary market and provide no capital directly to the corporation.
171. proxy fight = 徵求委託書
A proxy fight or proxy battle is an event that may occur when a corporation's stockholders develop opposition to some aspect of the corporate governance, often focusing on directorial and management positions. Corporate activists may attempt to persuade shareholders to use their proxy votes (i.e. votes by one individual or institution as the authorized representative of another) to install new management for any of a variety of reasons. Shareholders of a public corporation may appoint an agent to attend shareholder meetings and vote on their behalf. That agent is the shareholder's proxy. In a proxy fight, incumbent directors and management have the odds stacked in their favor over those trying to force the corporate change. These incumbents use various corporate governance tactics to stay in power including: staggering the boards (i.e. having different election years for different directors), controlling access to the corporation's money, and creating restrictive requirements in the bylaws. As a result, most proxy fights are unsuccessful. However, it has been recently noted that proxy fights waged by hedge funds are successful more than 60% of the time.
172. board of directors = 董事會
A board of directors is a body of elected or appointed members who jointly oversee the activities of a company or organization. Other names include board of governors, board of managers, board of regents, board of trustees, and board of visitors. It is often simply referred to as "the board".
173. officer = 經理人
174. interlocking = 董事兼任
Interlocking directorate refers to the practice of members of a corporate board of directors serving on the boards of multiple corporations. A person that sits on multiple boards is known as a multiple director. A direct interlock occurs when two firms share a director or when an executive of one firm sits on the board of a second firm. An indirect interlock occurs when two corporations have directors who each also serve on the board of a third firm. This practice, although widespread and lawful, raises questions about the quality and independence of board decisions.
175. appraisal's right (dissenter's right) = 反對股東收買請求權
In 19th century United States, state corporation laws enhanced the rights of corporate boards to govern without unanimous consent of shareholders in exchange for statutory benefits like appraisal rights, to make corporate governance more efficient. Since that time, and because most large publicly traded corporations in the US are incorporated under corporate administration friendly Delaware law, and because the US's wealth has been increasingly securitized into various corporate entities and institutions, the rights of individual owners and shareholders have become increasingly derivative and dissipated.
176. pre-emption right = 優先認購權
A pre-emption right, or right of pre-emption, pre-emptive right, is a contractual right to acquire certain property newly coming into existence before it can be offered to any other person or entity. Also called a "first option to buy." It comes from the Latin verb emo, emere, emi, emptum, to buy or purchase, plus the inseparable preposition pre, before. A right to acquire existing property in preference to any other person is usually referred to as a right of first refusal.
177. treasury stocks = 庫藏股
A treasury stock or reacquired stock is stock which is bought back by the issuing company, reducing the amount of outstanding stock on the open market ("open market" including insiders' holdings).
178. dividend = 股利
Dividends are payments made by a corporation to its shareholder members. It is the portion of corporate profits paid out to stockholders. When a corporation earns a profit or surplus, that money can be put to two uses: it can either be re-invested in the business (called retained earnings), or it can be distributed to shareholders. There are two ways to distribute cash to shareholders: share repurchases or dividends. Many corporations retain a portion of their earnings and pay the remainder as a dividend. A dividend is allocated as a fixed amount per share. Therefore, a shareholder receives a dividend in proportion to their shareholding. For the joint stock company, paying dividends is not an expense; rather, it is the division of after tax profits among shareholders. Retained earnings (profits that have not been distributed as dividends) are shown in the shareholder equity section in the company's balance sheet - the same as its issued share capital.
179. mergers & acquisitions = 併購
Mergers and acquisitions (abbreviated M&A) is an aspect of corporate strategy, corporate finance and management dealing with the buying, selling, dividing and combining of different companies and similar entities that can help an enterprise grow rapidly in its sector or location of origin, or a new field or new location, without creating a subsidiary, other child entity or using a joint venture. The distinction between a "merger" and an "acquisition" has become increasingly blurred in various respects (particularly in terms of the ultimate economic outcome), although it has not completely disappeared in all situations.
180. dissolution = (契約) 解除；(公司) 解散
In law, dissolution has multiple meanings.
Dissolution is the last stage of liquidation, the process by which a company (or part of a company) is brought to an end, and the assets and property of the company redistributed.
Dissolution may also refer to the termination of a contract or other legal relationship; for example, the dissolution of a marriage, or divorce.
Dissolution is also the term for the legal process by which an adoption is reversed. While this applies to the vast majority of adoptions which are terminated, they are more commonly referred to as disruptions, even though that term technically applies only to those that are not legally complete at the time of termination.
In international law, dissolution is when a state has broken up into several entities, and no longer has power over those entities, as it used to have previously. An example of this is the case of the former USSR dissolving into different republics.
181. reorganization = 公司重整
A corporate action is an event initiated by a public company that affects the securities (equity or debt) issued by the company. Some corporate actions such as a dividend (for equity securities) or coupon payment (for debt securities (bonds)) may have a direct financial impact on the shareholders or bondholders; another example is a call (early redemption) of a debt security. Other corporate actions such as stock split may have an indirect impact, as the increased liquidity of shares may cause the price of the stock to rise. Some corporate actions such as name change have no direct financial impact on the shareholders. Corporate actions are typically agreed upon by a company's board of directors and authorized by the shareholders. Some examples are stock splits, dividends, mergers and acquisitions, rights issues and spin offs. Let's take a closer look at these different examples of corporate actions.
182. liquidation = 清算
(Voluntary) liquidation occurs when the members of the company resolve to voluntarily wind-up the affairs of the company and dissolve. Voluntary liquidation begins when the company passes the resolution, and the company will generally cease to carry on business at that time (if it has not done so already). If the company is solvent, and the members have made a statutory declaration of solvency, the liquidation will proceed as a members' voluntary winding-up. In such case, the general meeting will appoint the liquidator(s). If not, the liquidation will proceed as a creditor's voluntary winding-up, and a meeting of creditors will be called, to which the directors must report on the company's affairs. Where a voluntary liquidation proceeds by way of creditor's voluntary liquidation, a liquidation committee may be appointed.
183. affiliates = 會員；分會；關係企業
A person, organization, or establishment associated with another as a subordinate, subsidiary, or member: network affiliates.
Affiliate network
[補充] What is 'affiliate network'? (｢聯盟行銷網路｣，現在最新的用語)
An affiliate network acts as an intermediary between publishers (affiliates) and merchant affiliate programs. It allows website publishers to more easily find and participate in affiliate programs which are suitable for their website (and thus generate income from those programs), and allows websites offering affiliate programs (typically online merchants) to reach a larger audience by promoting their affiliate programs to all of the publishers participating in the affiliate network.
Traditional affiliate networks enable merchants to offer publishers a share of any revenue that is generated by the merchant from visitors to the publisher's site, or a fee for each visitor on the publisher's site that completes a specific action (making a purchase, registering for a newsletter, etc.). The majority of merchant programs have a revenue share model, as opposed to a fee-per-action model.
For merchants, affiliate network services and benefits may include tracking technology, reporting tools, payment processing, and access to a large base of publishers. For affiliates, services and benefits can include simplifying the process of registering for one or more merchant affiliate programs, reporting tools, and payment aggregation.
Affiliates are generally able to join affiliate networks for free, whereas there is generally a fee for merchants to participate. Traditional affiliate networks might charge an initial setup fee and/or a recurring membership fee. It is also common for affiliate networks to charge merchants a percentage of the commissions paid to affiliates.
184. subsidiary = 子公司
A parent company is a company that owns enough voting stock in another firm to control management and operations by influencing or electing its board of directors; the second company being deemed as a subsidiary of the parent company. The definition of a parent company differs by jurisdiction, with the definition normally being defined by way of laws dealing with companies in that jurisdiction.
185. piercing the corporate veil  = 揭開公司面紗原則
Piercing the corporate veil or lifting the corporate veil is a legal decision to treat the rights or duties of a corporation as the rights or liabilities of its shareholders. Usually a corporation is treated as a separate legal person, which is solely responsible for the debts it incurs and the sole beneficiary of the credit it is owed. Common law countries usually uphold this principle of separate personhood, but in exceptional situations may "pierce" or "lift" the corporate veil.
A simple example would be where a businessman has left his job as a director and has signed a contract to not compete with the company he has just left for a period of time. If he set up a company which competed with his former company, technically it would be the company and not the person competing. But it is likely a court would say that the new company was just a "sham", a "fraud" or some other phrase, and would still allow the old company to sue the man for breach of contract. A court would look beyond the legal fiction to the reality of the situation.
Despite the terminology used which makes it appear as though a shareholder's limited liability emanates from the view that a corporation is a separate legal entity, the reality is that the entity status of corporations has almost nothing to do with shareholder limited liability. For example, English law conferred entity status on corporations long before shareholders were afforded limited liability. Similarly, the Revised Uniform Partnership Act (RUPA) confers entity status on partnerships, but also provides that partners are individually liable for all partnership obligations. Thus, this shareholder limited liability emanates mainly from statute.
186. deep-rock doctrine = 深石原則
It is from Deep Rock, a debtor corporation found to have been used for fraudulent transfers to its parent corporation in the Supreme Court case Taylor v. Standard Gas and Electric Co. (Deep Rock), 306 U.S. 307(1939) : a doctrine holding that the claim of a stockholder and esp. a stockholder with controlling interest who makes a loan to his or her own corporation will be subordinated to the claims of outside creditors if the corporation is deemed undercapitalized.

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