GlossaryGlosario

Legal English by course, classroom phrases, and the false friends that trip up a Mexican lawyer.Inglés jurídico por curso, frases de clase y los falsos amigos que hacen tropezar a un abogado mexicano.

Test yourself (a/b/c/d)Ponte a prueba (a/b/c/d)

acceptanceaceptaciónThe offeree's assent to the offer, given in the way the offer invites: by a promise or by performance.False friendFalso amigo
action by written consentresolución por consentimiento escrito (fuera de asamblea)A way for shareholders, directors or members to act without a meeting by signing a written resolution; directors usually need unanimity, while shareholders in many states need only the votes that could approve the action at a meeting.
actual authority (express and implied)facultades expresas e implícitasAuthority the principal actually gave the agent, by words (express) or by what a reasonable agent would infer from the principal's conduct and the task (implied).
actual fraud (Texas veil piercing)fraude real (requisito texano)Under Texas law a contract creditor can pierce the veil only by proving actual fraud, meaning dishonesty of purpose or intent to deceive, committed primarily for the owner's direct personal benefit; constructive fraud or mere unfairness is not enough.
agencyagency (≈ representación / mandato)A fiduciary relationship in which one person (the agent) agrees to act on behalf of and subject to the control of another (the principal), who consents.False friendFalso amigo
agency by estoppelrepresentación por estoppel (≈ apariencia más actos propios)A principal who carelessly lets a third party believe someone is its agent, and does nothing to correct it, is barred from denying the agency once the third party changes position in reliance.
agency problem (separation of ownership and control)problema de agencia (separación entre propiedad y control)The risk that managers who run a company but do not own it will pursue their own interests at the shareholders' expense; corporate governance exists to reduce it.
alter egoalter ego (identidad única)The theory that a corporation or LLC has been so dominated by its owner that it has no separate identity (one bank account, one set of decisions, one pocket), so that respecting the form would be unjust; usually it must be paired with fraud, misrepresentation or undercapitalization.
ambiguityambigüedadA term that can reasonably carry two or more distinct meanings (“chicken”; two ships named Peerless); grammatical ambiguity comes from sentence structure rather than a word.
apparent authorityrepresentación aparentePower to bind the principal that exists because the principal's own manifestations lead a third party reasonably to believe the agent is authorized.
Are you asking whether …?Reframes the question in your own words; confirms you understood.
assignment of a partnership interestcesión de la parte socialA partner may transfer the economic rights in the partnership (profits and distributions), but the transferee does not become a partner, cannot manage or inspect the books, and is admitted only with every partner's consent unless the agreement says otherwise.
assumed name certificate (DBA)registro de nombre comercial (DBA)A filing that registers the trade name a business uses when it differs from the owner's or the entity's legal name; it gives public notice but creates neither an entity nor exclusive rights to the name.
audit committeecomité de auditoríaA board committee made entirely of independent directors that oversees financial reporting, internal controls and the outside auditor, whom it hires and fires; required for listing since Sarbanes-Oxley.
board of directors and officersconsejo de administración y directivosThe board is the body that directs the corporation and appoints the officers (CEO, CFO, general counsel) who run it day to day.False friendFalso amigo
book valuevalor contable (valor en libros)A company's value on its own balance sheet (assets minus liabilities, divided by shares for a per-share figure); easy to compute but often far from market value, especially for service businesses with few hard assets. Courts generally honor the valuation formula the owners agreed on absent fraud.
business judgment ruleregla del juicio empresarialA presumption that directors acted on an informed basis, in good faith and in the honest belief that the decision was in the company's best interest; courts will not second-guess such decisions.
buy-sell agreementconvenio de compraventa forzosa entre socios (buy-sell)A contract fixing when an owner's interest must or may be bought (death, disability, divorce, retirement, termination, deadlock), at what price (formula, book value, appraisal, offer price) and how it is funded (insurance, installments).
buyoutcompra de la participación del socio salienteA purchase of a departing owner's interest by the entity or the other owners, usually under an agreed trigger and price formula, so the business continues instead of being dissolved.
Can I take a second to find it in my notes?Polite request for a pause; most professors allow it.
Can we go back to the previous point?Returns to something you need to settle before moving on.
capacity (minority, mental incapacity)capacidadThe legal ability to make a binding contract; contracts of minors and of persons who cannot understand the transaction are voidable by them.
capitalization of earningscapitalización de utilidadesA valuation method that converts expected annual earnings into a price by dividing them by a capitalization rate that reflects risk; higher risk means a higher rate and a lower value.
case illustrationilustración con un casoA short description of a precedent (hook, trigger facts, holding, reasoning) used to explain a rule.
caveat emptorcaveat emptor“Let the buyer beware”: the traditional rule that a buyer must protect himself and the seller need not volunteer information.
check-the-box electionelección fiscal check-the-boxThe federal tax rule that lets an LLC choose how it is taxed: by default as a partnership (or as a disregarded entity with one owner), or, by filing an election, as a corporation; foreign owners sometimes elect corporate treatment to use tax treaties.
choosing an entity (the factors)factores para elegir la forma societariaThe checklist for picking a business form: formation cost and flexibility, tax treatment, personal liability, management and control (active vs. passive owners), capital and economics, transferability and continuity, and long-term goals or exit. A good answer explains why one factor dominates these facts.
Citizenship Clausecláusula de ciudadaníaThe first sentence of the Fourteenth Amendment: all persons born or naturalized in the United States and subject to its jurisdiction are citizens.
classes of stockclases o series de accionesDifferent series of shares with different rights (dividend preference, voting power, the right to elect a particular director); a tool to give investors priority on money and working owners control.
closely held (close) corporationsociedad cerrada (close corporation)A corporation with few shareholders and no public market for its stock, where owners usually also manage; some states offer a statutory close corporation run under a shareholders' agreement instead of board formalities, now rarely used because LLCs are more flexible.
Commerce Clausecláusula de comercioArticle I, § 8, cl. 3: Congress may regulate commerce among the states; the main source of federal regulatory power, reaching local activity that substantially affects interstate commerce.False friendFalso amigo
comminglingconfusión de patrimoniosMixing the entity's money and assets with the owner's or an affiliate's: paying personal bills from the company account, moving funds back and forth without documentation, using staff for personal errands. One of the strongest veil-piercing facts.
community propertysociedad conyugal (community property)The marital property system of Texas and some other states: assets acquired during marriage belong to both spouses equally, so a divorce can hand half of an owner's interest to an ex-spouse. A common trigger in buy-sell agreements.
compensation committeecomité de compensacionesAn independent board committee that sets and reviews executive pay, balancing the need to attract talent against conflicts of interest; shareholders of public companies also get a non-binding say-on-pay vote.
considerationconsideration (sin equivalente)Something of legal value, a promise, an act or a forbearance, that is bargained for and given in exchange for a promise; without it, a promise is usually unenforceable.False friendFalso amigo
constituency statuteley de grupos de interés (constituency statute)A state law allowing, not requiring, directors to consider employees, customers, suppliers, communities and the public, in addition to shareholders, when making decisions, as long as shareholders are not unduly harmed. Delaware has none; about thirty states do.
corporate formalitiesformalidades societariasThe housekeeping of an entity: meetings or written consents, minutes, elected officers, documented dividends and contracts, separate accounts and letterhead. Skipping them is a veil-piercing factor in most states, but Texas excludes formalities from the analysis by statute.
corporate general partnersocio general persona moralA corporation or LLC used as the general partner of a limited partnership so that no individual bears the general partner's unlimited liability; the owners control it through its board while remaining limited partners, and must act through it with proper formalities.
corporate governancegobierno corporativoThe set of legal, regulatory, exchange and contractual mechanisms that protect shareholders and keep managers accountable: the board and its committees, fiduciary duties, disclosure rules, stock exchange listing standards, and statutes such as Sarbanes-Oxley and Dodd-Frank.
corporate opportunity and self-dealingoportunidad corporativa y operaciones con partes relacionadasA director or officer may not take for himself a business opportunity that belongs to the corporation, nor transact with the corporation on unfair terms without disclosure and disinterested approval.
corporationsociedad anónima (corporation)A separate legal person owned by shareholders and managed by a board of directors, with limited liability, free transferability of shares and perpetual existence.False friendFalso amigo
Could you clarify what you mean by …?Asks for precision without sounding lost.
Could you give an example?Turns an abstract rule into a fact pattern.
Could you recommend a secondary source on …?Asks for a treatise, hornbook or article; a good office-hours question.
Could you repeat the question, please?Buys ten seconds when you are called on. Say it calmly; it is normal.
counter-analysiscontraanálisisThe best argument the other side would make, stated fairly and then answered, placed after your application.
course of dealingpráctica previa entre las partesA pattern of conduct between the same parties in earlier transactions that sets a common basis for understanding their later contract.
course of performanceconducta en la ejecución del contratoThe parties' repeated conduct under the very contract in dispute, accepted without objection, which is the strongest evidence of what they meant.
CREACCREACThe structure of one legal argument: Conclusion, Rule, Explanation of the rule with case illustrations, Application to your facts, Counter-analysis, Conclusion.False friendFalso amigo
cumulative votingvoto acumulativoAn election method in which each shareholder gets votes equal to shares times seats and may pile them on one candidate, so a minority can elect at least one director; in Texas it exists only if the certificate of formation grants it.
D&O insuranceseguro de responsabilidad de consejeros y directivos (D&O)Directors' and officers' liability insurance bought by the company to cover defense costs and settlements of claims against its directors and officers; it typically excludes fraud and deliberate wrongdoing.
deadlockbloqueo societario (deadlock)A stalemate in which owners or directors are split evenly and cannot act; the agreement should supply a tiebreaker (casting vote, shotgun buy-sell, mediation) because the statutory alternative is often judicial dissolution or a receiver.
defamation (libel and slander)difamaciónA false statement of fact about a person, published to others, that injures reputation; written is libel, spoken is slander.False friendFalso amigo
demand requirement (demand futility)requisito de requerimiento previo (demand)Before suing derivatively, a shareholder must ask the board in writing to bring the claim, or plead with particularity why asking would be futile because most directors are interested or dominated; Texas requires a written demand and, in most cases, a 90-day wait.
derivative suitacción derivada (acción social de responsabilidad)A lawsuit a shareholder brings on behalf of the corporation to enforce a claim the board will not pursue, usually against its own directors; the recovery goes to the corporation, and the plaintiff must first make demand on the board or show demand would be futile.
direct suit (vs. derivative)acción directa (frente a la derivada)A shareholder's own claim for an injury to her personally (denied dividends on her class, a blocked vote, breach of a shareholders' agreement), as opposed to an injury to the corporation; the test asks who was harmed and who would receive the remedy.
dissolution and winding updisolución y liquidaciónThe end of an entity in two steps: dissolution (the event that ends the business) and winding up (selling assets, paying creditors, returning contributions and splitting what is left). In an at-will partnership any partner can trigger it, which risks a fire sale.
dividend (distribution)dividendo / distribuciónA payment of profits to owners: declared at the board's discretion in a corporation (dividend) or made under the agreement in an LLC or partnership (distribution). Minority investors bargain for distribution rights because they cannot force a declaration.
Do you have a minute after class? I have a question about …How to approach a professor after class.
Dodd-Frank Act (2010)Ley Dodd-Frank (2010)The federal financial-reform law after the 2008 crisis; for governance it added say on pay, clawback rules, compensation committee independence and bounties for whistleblowers who report to the SEC.
double taxationdoble tributaciónThe tax pattern of a C corporation: the corporation pays income tax on its profits and the shareholders pay again on the dividends they receive; losses stay inside the corporation and cannot be used by the owners.
due process (procedural and substantive)debido procesoThe guarantee that government not deprive anyone of life, liberty or property without fair procedures (procedural) and without a sufficient justification for intruding on fundamental rights (substantive).
duress and undue influenceviolencia / influencia indebidaAssent obtained by an improper threat that leaves no reasonable alternative (duress), or by unfair persuasion of someone under the persuader's domination (undue influence); the contract is voidable.
duty of caredeber de diligencia (duty of care)A director's duty to act with the care of a reasonably prudent person in like circumstances: be informed, attend, ask questions, read the reports. Courts review breaches through the business judgment rule and, in Delaware, a gross-negligence standard.
duty of loyaltydeber de lealtad (duty of loyalty)A director's or officer's duty to put the corporation's interest ahead of personal gain: no self-dealing without disclosure and approval, no taking corporate opportunities, no competing, and good faith in oversight.
elements vs. factorselementos vs. factoresElements are required parts of a rule, all of which must be proved; factors are considerations a court weighs, none of which is decisive alone.
employment agreement (owner-employee)contrato de trabajo del socio-empleadoA contract giving a working owner a job with defined salary, duties, term and grounds for termination; without it the board or the majority can fire the owner-employee at will and cut off the salary that was that owner's real return.
equal protectionigualdad ante la ley (equal protection)The Fourteenth Amendment guarantee that states treat similarly situated people alike; the level of scrutiny depends on the classification.False friendFalso amigo
exculpation clausecláusula de exoneración de responsabilidadA charter provision, authorized by statute, that eliminates directors' (and in Delaware now officers') personal monetary liability for breaches of the duty of care, but never for loyalty breaches, bad faith or improper personal benefit. It separates breach from paying damages.
extreme and outrageous conductconducta extrema y ultrajanteThe second IIED element: conduct beyond all possible bounds of decency, atrocious and utterly intolerable in a civilized community; insults and indignities are not enough, and the course of conduct is judged as a whole in context.
federalism (dual sovereignty)federalismoTwo complete governments over the same people: a federal government of enumerated powers and states with general police powers, reserved by the Tenth Amendment.
fiduciary duties (loyalty and care)deberes fiduciarios de lealtad y diligenciaThe obligations of agents, partners and directors to act in the interest of the principal or company (loyalty) and with the care of a reasonably prudent person (care).
first option (right of first offer)derecho de primera ofertaThe reverse of a first refusal: the owner who wants to sell first names a price to the company or co-owners; if they decline, the owner may sell to an outsider, but only on terms no better for the buyer.
foreign entity (qualifying to do business)entidad foránea (de otro estado)An entity formed under the law of another state or country; to do business in Texas it must register with the Secretary of State and keep a registered agent, or face penalties and lose the right to sue in state courts until it does.False friendFalso amigo
franchise tax (Texas margin tax)franchise tax (impuesto estatal al margen)A state tax on entities for the privilege of doing business in Texas, computed on the entity's margin and paid with an annual report; it applies to LLCs and corporations even when they are pass-through for federal tax. Nothing to do with franchising.False friendFalso amigo
fundamental rightderecho fundamentalA right deeply rooted in the nation's history or implicit in ordered liberty (marriage, voting, travel); laws burdening it get strict scrutiny.False friendFalso amigo
gap-fillertérmino supletorioA default term the law supplies when the contract is silent, such as the UCC's rules on price, delivery, time and the duty of good faith.
gap-filler torttort de rellenoA claim available only when no other tort or statute covers the harm; IIED cannot be used to evade the limits of the claim that really fits.
general partnershipsociedad general (≈ sociedad en nombre colectivo)An association of two or more persons to carry on as co-owners a business for profit; it forms by conduct, needs no filing, and partners are personally liable for its debts.False friendFalso amigo
good faithbuena feHonesty in fact and the observance of reasonable commercial standards of fair dealing, owed in the performance and enforcement of every contract.False friendFalso amigo
goods (UCC Article 2)bienes muebles (mercaderías)All things movable at the time of identification to the contract; Article 2 governs sales of goods, while services and land follow the common law.
gravamennúcleo de la pretensiónThe core or essence of a complaint: what the plaintiff is really complaining about, regardless of the labels used.
habeas corpushabeas corpusA writ ordering whoever holds a person to justify the detention before a court; the vehicle for challenging exclusion, custody and state convictions in federal court.False friendFalso amigo
How does this square with [case]?Asks how two cases fit together or conflict.
I didn't get all the way through the reading, but based on what I read, …If you are behind, say so once and still answer. Never just “I'm not prepared”.
I disagree with the court because …Taking a position is welcome, as long as you give a reason.
I think it depends on whether …The lawyer's answer: identify the fact or rule that decides it.
I'd like to build on what [name] said.Adds to a classmate's point; the standard way to enter a discussion.
I'd push back on that: …Polite disagreement with a classmate or the professor.
I'll follow up by email.Closes a conversation and promises a written message.
I'm not certain, but I'd argue … because …The honest way to answer a hypothetical you have not fully worked out. Professors reward the attempt.
implied-in-fact termtérmino implícito de hechoA term the parties did not state but actually agreed to, inferred from their words, conduct and circumstances.
implied-in-law termtérmino implícito de derechoA term the law imposes regardless of the parties' actual intent, such as the duty of good faith or the implied warranty of merchantability.
incorporationincorporación (sin equivalente)The doctrine that applies most of the Bill of Rights to the states through the Fourteenth Amendment's Due Process Clause.False friendFalso amigo
independent contractorcontratista independiente (prestador de servicios)Someone hired to produce a result who controls the manner and means of the work. Because the hiring party does not control how the job is done, it is generally not vicariously liable for the contractor's torts.False friendFalso amigo
independent directorconsejero independienteA director with no material relationship with the company (not an employee within three years, no significant payments, no family ties to executives); listing rules require a majority of the board and the whole audit and compensation committees to be independent.
inherent agency powerpoder inherente del agentePower of an agent, especially a general agent like a corporate president, to bind the principal in transactions usual for the position even without actual or apparent authority.
insider tradinguso de información privilegiada (insider trading)Buying or selling securities while in possession of material nonpublic information in breach of a duty of trust, or tipping others to do so; prohibited by federal securities law and a core compliance topic for boards.
intent and recklessness (IIED)intención e imprudencia (IIED)The first IIED element: the defendant wanted to cause severe emotional distress, knew it was substantially certain, or consciously disregarded a high probability of it; distress that is a side effect of conduct aimed elsewhere does not count.
intentional infliction of emotional distress (IIED)daño moral intencional (IIED)A tort for intentional or reckless conduct so extreme and outrageous that it causes severe emotional distress; in Texas, four elements from Twyman.False friendFalso amigo
interpretationinterpretaciónDetermining the meaning of contract language, using the words, the circumstances, the parties' negotiations, trade usage, course of dealing and course of performance.
Is it fair to say that …?Checks a summary you made against the professor's view.
joint venturejoint venture (≈ asociación en participación)A partnership formed for a single project or transaction rather than an ongoing business; the partnership rules apply, including unlimited liability and each venturer's power to bind the others.
judicial reviewcontrol de constitucionalidadThe power of courts to refuse to apply laws that conflict with the Constitution (Marbury v. Madison).
jurisdictionjurisdicción / competenciaA court's power to decide a case: over the subject matter (which kinds of cases) and over the person (which defendants); in the Citizenship Clause, the political authority a person is subject to.False friendFalso amigo
Just to make sure I understood: …Restates the point in your words and invites correction.
key person (key man) life insuranceseguro de persona claveA life policy the company buys on an owner or essential employee so that, on death, the proceeds fund the buyout of the heirs or replace the lost contribution.
lacheslaches (≈ retraso desleal)An equitable defense: a party who waits unreasonably long to assert a right, in a way that prejudices the other side, loses it. A principal who sits on an unauthorized transaction too long may be unable to disavow it.False friendFalso amigo
Let me make sure I have the facts right: …Opens your answer by restating the key facts; shows you read the case and gives you a runway.
limited liabilityresponsabilidad limitadaThe rule that owners of a corporation or LLC are not personally liable for the entity's debts beyond their investment.
limited liability company (LLC)LLC (≈ S. de R.L.)An entity whose members have limited liability, organize governance by contract in an operating agreement, and usually get pass-through taxation.False friendFalso amigo
limited liability partnership (LLP)LLP (partnership con responsabilidad limitada)A partnership that registers with the state so that partners are not personally liable for partnership debts, except for their own misconduct, the misconduct of people they supervise, or wrongs they knew of and failed to stop; states charge a registration fee and often require insurance or an escrow.
limited partner and the control ruleregla de control del socio comanditarioA limited partner keeps limited liability only while staying out of day-to-day control; one who acts like a general partner can be liable to a third party who reasonably believed, from that conduct, that she was a general partner. Voting on major matters, working as an employee or serving as an officer of a corporate general partner does not count.
limited partnership and LLPsociedad en comandita simple / LLPA limited partnership has general partners who manage and are liable, and limited partners who invest without liability beyond their contribution; an LLP is a general partnership whose partners get a liability shield by filing.
mailbox ruleregla del buzónAn acceptance sent by a reasonable medium is effective when dispatched, even if it never arrives; a revocation is effective only on receipt.False friendFalso amigo
mandatory dividend provisioncláusula de dividendo obligatorioA clause requiring the corporation to pay dividends when profits or cash reach a set level, used to protect a passive investor; courts may hesitate to enforce it because directors, not contracts, are supposed to manage the corporation, so it is drafted carefully (often through a preferred class) and protected by a unanimity requirement.
manifestation (of the principal)manifestación del principalThe principal's words or conduct that create authority: directed to the agent they create actual authority; directed to the third party they create apparent authority. The exam question is almost always: to whom did the principal manifest?
material informationinformación relevante (material)Information a reasonable investor would consider important in deciding to buy, sell or vote; public companies must disclose it accurately and on time, and insiders may not trade on it while it is nonpublic.
merchantcomercianteUnder the UCC, a person who deals in goods of the kind or holds himself out as having special knowledge or skill about the goods or the practices involved.False friendFalso amigo
merger clause (integration clause)cláusula de acuerdo totalA clause stating that the writing is the complete and final agreement, which signals a full integration and triggers the parol evidence rule.
misrepresentationmisrepresentation (declaración falsa)A false assertion of fact that induces assent; if fraudulent or material, and the other party justifiably relied, the contract is voidable.False friendFalso amigo
mistake (mutual and unilateral)errorA belief not in accord with the facts at the time of contracting; a shared mistake about a basic assumption with a material effect makes the contract voidable by the adversely affected party, and a one-sided mistake does so only if enforcement would be unconscionable or the other party knew or caused it.False friendFalso amigo
mutual assent (objective theory)consentimiento (teoría objetiva)Agreement judged by what the parties said and did, as a reasonable person would understand it, not by their secret intentions.False friendFalso amigo
naturalizationnaturalizaciónThe process by which a foreigner becomes a citizen under rules set by Congress.
no pet. / pet. denied (Texas subsequent history)historial posterior en citas de TexasTexas citation parentheticals that tell the reader whether a petition for review was filed with the Supreme Court of Texas and what happened to it.
nominating / corporate governance committeecomité de nominaciones y gobierno corporativoThe board committee that recruits and proposes director candidates, evaluates sitting directors and oversees governance policies, looking at competence, experience, integrity and independence.
nondisclosureomisión de informaciónSilence about a fact; treated as an assertion only in limited cases, such as a known mistake about a basic assumption, a prior statement that needs correcting, or a relationship of trust.
offerofertaA statement that shows willingness to make a deal on stated terms, so that the other side can close it just by saying yes.False friendFalso amigo
officer (vs. director)directivo (officer) frente a consejero (director)An executive (president, CEO, CFO, secretary) appointed by the board to run day-to-day operations; the board can remove an officer at any time, subject to contract claims, whereas directors are elected and removed by shareholders.False friendFalso amigo
On the one hand …; on the other hand …Presents both sides before choosing; what counter-analysis sounds like out loud.
operating agreement (company agreement)operating agreement (≈ estatutos más convenio de socios de la LLC)The contract among an LLC's members that governs management (by members or by managers), voting, distributions, transfers, admission of new members and fiduciary standards; it displaces most statutory default rules. Texas calls it the company agreement.
option contract / firm offeroferta irrevocable; ≈ promesa de contratoA promise to keep an offer open: enforceable with consideration (option), or without it for a merchant's signed written offer for goods, up to three months (firm offer).False friendFalso amigo
oversight (Caremark) dutydeber de supervisión (Caremark)The board's duty to make a good-faith effort to put reporting and compliance systems in place and to respond to red flags; liability requires showing the directors knew they were not doing their job, a very high bar.
parent and subsidiarycontroladora y subsidiariaA parent is a company that controls another, usually by owning more than half its shares; the subsidiary is the controlled company. Creditors of a subsidiary may try to pierce the veil to reach the parent when the two are run as one.
parol evidence ruleparol evidence rule (sin equivalente)A final written agreement cannot be contradicted by evidence of earlier or contemporaneous agreements; a complete integration also bars adding consistent terms.False friendFalso amigo
pass-through taxationtransparencia fiscal (pass-through)Tax treatment in which the entity pays no income tax; profits, losses and deductions flow to the owners' individual returns in the agreed shares (sole proprietorships, partnerships, LLCs by default, S corporations).
personal guarantygarantía personal (aval, obligado solidario)A promise by an owner to pay the entity's debt if the entity does not; the way lenders contract around limited liability, and a reason sophisticated contract creditors rarely need veil piercing.
piercing the corporate veil (alter ego)levantamiento del velo corporativoA court's exceptional decision to disregard the entity and hold owners (or a parent company) liable, typically where the entity was a mere instrumentality used to work an injustice: undercapitalization, commingling, domination, fraud.False friendFalso amigo
pincite (pinpoint citation)cita de página exactaThe exact page of the source that supports your sentence, placed after the first page of the case.
plain meaning ruleregla del significado llanoThe approach that gives contract words their ordinary meaning without outside evidence when they appear clear; under the UCC and most modern cases, usage and course of dealing can still explain apparently clear words.
plenary power (immigration)poder plenario (inmigración)The doctrine that Congress and the executive have nearly complete power over the admission and exclusion of foreigners, with minimal judicial review.
preemptive rightsderecho de preferencia (suscripción)The right of existing shareholders to buy a proportional share of newly issued stock before outsiders, so their ownership is not diluted; in Texas it exists only if the certificate of formation grants it.False friendFalso amigo
principal and agentprincipal / agente (mandante / mandatario)The principal is the person for whom the agent acts; the agent is the one who acts and can bind the principal within the scope of authority.False friendFalso amigo
procedural posturepostura procesalWhere the case stood when the court decided it: what was filed, what the lower court did, who appealed; it bounds the holding.
promissory estoppelpromissory estoppel (≈ confianza legítima)A doctrine that enforces a promise without consideration when the promisor should have expected reliance, the promisee relied, and injustice can be avoided only by enforcement.False friendFalso amigo
proxyproxy (carta poder para votar)A written authorization letting someone else vote your shares at a meeting; normally revocable at will, but irrevocable when coupled with an interest, such as a pledge or a pooling agreement that says so.False friendFalso amigo
quasi-contract (restitution)cuasicontrato; enriquecimiento ilegítimoRecovery of the value of a benefit conferred on another to prevent unjust enrichment, even though there was no contract.
quorumquórumThe minimum share of directors or of voting shares that must be present for a meeting to act validly, by default a majority; without a quorum the votes taken are void.
ratificationratificaciónA principal's later affirmance of an unauthorized act, which makes it binding as if authorized from the start.
rational basis reviewrevisión de base racionalThe most deferential review: the law need only be rationally related to a legitimate government purpose; used for ordinary economic regulation and for Commerce Clause findings.
reasonable expectations (of a minority owner)expectativas razonables del socio minoritarioThe test many courts use for oppression: whether the majority defeated what the minority reasonably expected from owning the interest (a job, a board seat, dividends, a say). Texas rejected this test in Ritchie v. Rupe and left the minority with the statutory receivership remedy.
registered agent (service of process)agente registrado para emplazamientosThe person or company an entity names in its filings to receive lawsuits and official notices on its behalf; every corporation, LLC and limited partnership must keep one in the state.
related-party (interested director) transactionoperación con partes relacionadas (consejero interesado)A deal between the corporation and a director, officer or controlling shareholder, or an entity they have an interest in; valid if approved by informed disinterested directors or shareholders, or if proven fair to the corporation.
removal of directorsremoción de consejerosShareholders may remove directors, with or without cause unless the certificate limits it, at a meeting called for that purpose; the board itself cannot remove a fellow director. Vacancies are filled as the bylaws provide.
rescissionrescission (≈ nulidad / rescisión por mutuo acuerdo)Unwinding a contract as if it never existed, by agreement or because of a defense such as mistake, misrepresentation or duress; each side returns what it received.False friendFalso amigo
respondeat superior (vicarious liability)responsabilidad por hecho ajenoAn employer is liable for torts its employees commit within the scope of employment, even without fault of its own.
right of first refusalderecho de preferencia (del tanto) sobre una ofertaBefore selling to an outsider who has made a bona fide offer, the owner must offer the interest to the company or the other owners on the same terms; they may match or let the sale proceed.
rule explanationexplicación de la reglaThe part of an argument that shows how courts have applied the rule, through case illustrations, before applying it to the client's facts.
S corporationS corporation (elección fiscal del subcapítulo S)A corporation that elects under Subchapter S of the tax code to be taxed like a partnership while keeping corporate limited liability; it may have at most 100 shareholders, all U.S. individuals or certain trusts, and a single class of stock.False friendFalso amigo
Sarbanes-Oxley Act (SOX, 2002)Ley Sarbanes-Oxley (2002)The federal law passed after Enron and WorldCom that tightened public-company governance: independent audit committees, CEO and CFO certification of financial reports, auditor independence, internal-control reports and protection for whistleblowers.
say on payvoto consultivo sobre remuneraciones (say on pay)The advisory, non-binding shareholder vote on executive compensation that public companies must hold at least every three years; a failed vote has no legal effect but strong practical influence.
scope of employmentámbito del empleo (dentro de sus funciones)The range of conduct an employer answers for: acts the employee was hired to do, acts incidental to them, and acts that to a meaningful degree advance the employer's business, even if done badly or against instructions.
severanceindemnización por separación (severance)Payment owed to an executive when employment ends on terms the contract specifies, typically termination without cause; often paired with a repurchase of the executive's shares at a formula price.
severe emotional distressangustia emocional severaThe fourth IIED element: distress so severe that no reasonable person could be expected to endure it, usually shown by symptoms, treatment and sometimes expert testimony.
shareholder (or partner) agreementconvenio de accionistas o de sociosA contract among owners on control, employment, distributions, transfer restrictions and exit (buy-sell), used to protect minority owners in closely held businesses.
shareholder oppressionopresión del accionista minoritarioConduct by controlling owners of a closely held company that squeezes out or unfairly prejudices minority owners; remedies vary by state, and Texas rejected a common-law buyout remedy in Ritchie v. Rupe.
shareholder, stock and shareaccionista, capital accionario y acciónA shareholder owns stock, the equity of a corporation, divided into shares; shareholders elect directors and vote on fundamental changes but do not manage.False friendFalso amigo
single business enterprise doctrinedoctrina de la empresa únicaA theory under which affiliated corporations that operate as one integrated business may be treated as one for liability; Texas courts have been skeptical of it as a stand-alone theory.
sole proprietorshipnegocio en nombre propio (persona física con actividad empresarial)A business owned and run by one person with no legal separation between the business and the owner: nothing to file, profits taxed once on the owner's return, and unlimited personal liability for every debt.
Sorry, I lost you at …Points to the exact moment you stopped following.
sovereigntysoberaníaThe supreme authority of a nation over its territory and people; the Court treats control of borders as an inherent attribute of it.
staggered (classified) boardconsejo escalonado (classified board)A board divided into classes elected in different years, so only a fraction of the seats turns over at each annual meeting; it slows takeovers and insurgent slates. A board elected all at once is not staggered.
statute of fraudsstatute of frauds (requisito de forma escrita)A rule that certain contracts (land, contracts that cannot be performed within a year, sales of goods of $500 or more, suretyship, marriage) are unenforceable without a signed writing.False friendFalso amigo
statute of limitationsprescripciónThe deadline for filing suit, counted from when the claim accrues; for sales of goods, four years from the breach.
stock transfer restrictionrestricción a la transmisión de accionesA limit on selling shares or LLC interests (consent requirements, rights of first refusal, buy-sell triggers); valid unless an unreasonable restraint on alienation, and enforceable against a good-faith buyer only if noted on the certificate or in documents the buyer knew of.
strict scrutinyescrutinio estrictoThe most demanding review: the law must serve a compelling government interest and be narrowly tailored; applies to racial classifications and burdens on fundamental rights.
summary judgmentsentencia sumaria (sin equivalente)A judgment without trial when there is no genuine dispute of material fact and one side is entitled to judgment as a matter of law.
Supremacy Clause / preemptioncláusula de supremacía / preeminencia federalArticle VI, cl. 2: the Constitution, federal laws and treaties are the supreme law of the land; conflicting state law is preempted.
termination for cause (vs. without cause)despido con causa / sin causaFiring justified by a defined breach such as fraud, a felony or a material violation of duties; termination without cause triggers severance or buyout rights. Leaving the word cause undefined invites litigation.
Texas 2025 governance reforms (SB 29)reformas de Texas de 2025 (SB 29)A package that codified a strong business judgment rule presumption for listed (or opting-in) Texas corporations, strengthened independent committees that review conflicted transactions, allowed ownership thresholds of up to 3% for derivative suits, and let listed companies set thresholds for shareholder proposals.
Texas Business CourtTribunal Mercantil de Texas (Business Court)A specialized Texas trial court, operating since September 2024 and expanded in 2025, for large commercial and governance disputes, with judges appointed by the governor; part of Texas's push to compete with Delaware as a corporate forum.
Thanks, that clears it up.Signals the doubt is resolved.
The court held that …States the holding. “Held” is for the decision; “reasoned” is for the why.
The court reasoned that …Introduces the reasoning, in two or three steps.
The issue was whether …States the legal question. Always “whether”, never “if”.
The majority held …, but the dissent argued …Shows you read the whole opinion, including the dissent.
The plaintiff sued for …; the trial court …; the plaintiff appealed.The procedural posture in one sentence: who sued, what the lower court did, who appealed.
tort creditor vs. contract creditoracreedor extracontractual frente a acreedor contractualContract creditors chose to deal with the entity and could have asked for guaranties, security or financial statements; tort creditors never chose. Courts therefore pierce more readily for tort victims, and Texas requires actual fraud only for contract claims.
treaty and the last-in-time ruletratado y regla del último en el tiempoAn international agreement made by the President with Senate consent; as domestic law it ranks with statutes, so the later of a treaty and a statute controls.False friendFalso amigo
unanimity vs. majority ruleunanimidad frente a mayoríaThe drafting choice of which decisions need every owner's consent (selling the business, admitting owners, changing dividends or jobs, new lines of business) and which a majority can make; too much unanimity invites deadlock, too little leaves the minority unprotected.
unconscionabilityunconscionability (≈ lesión)A defense against a contract or term that was formed through an absence of meaningful choice (procedural) and is unreasonably favorable to one side (substantive); the court may refuse to enforce it.False friendFalso amigo
Under the Restatement, …; under the UCC, …Contracts habit: state the common-law rule and the UCC rule separately.
undercapitalization (inadequate capitalization)infracapitalizaciónStarting or running an entity with assets or insurance trivially small compared with the debts and injuries its business foreseeably creates; a core veil-piercing factor, strongest for tort victims who never chose to deal with the shell.
usage of tradeuso del comercioA practice so regular in a place, vocation or trade that parties expect it to be followed; it supplies meaning and even terms to their agreement.
vaguenessvaguedadUncertainty about where a term's boundaries lie (is a tricycle a “vehicle”?), as opposed to ambiguity, which is a choice between distinct meanings.
vicarious liabilityresponsabilidad por hecho ajenoLiability imposed on one person for the wrong of another because of the relationship between them, without any fault of the person held liable; the employer's liability for employees is the main example.
void vs. voidablenulo / anulableA void contract has no legal effect at all; a voidable contract is valid until the protected party chooses to avoid it.
voting (pooling) agreementconvenio de voto (pooling agreement)A contract among shareholders to vote their shares together as agreed, for example to elect each other as directors; generally enforceable if written and not secret, and in Texas specifically enforceable.
voting trustfideicomiso de votoAn arrangement that transfers legal title of shares to a trustee who votes them for a set period, while the owners keep the economic rights through trust certificates; used, for example, to let a lender control board seats until repaid.
What's the difference between X and Y?The simplest useful question; use it often.
Would the outcome change if …?The question professors ask; ask it yourself to practice hypotheticals.