A football team is a group of players selected to play together in the various team sports known as football . Such teams could be selected to play in a match against an opposing team, to represent a football club , group, state or nation, an all-star team or even selected as a hypothetical team (such as a dream team or team of the century ) and never play an actual match.
57-669: The difference between a football team and a football club is incorporation , a football club is an entity which is formed and governed by a committee and has members which may consist of supporters in addition to players. The benefit of club formation is that it gives teams access to additional volunteer or paid support staff, facilities and equipment. There are several varieties of football, including association football , gridiron football , Australian rules football , Gaelic football , rugby league and rugby union . The number of players selected for each team, within these varieties and their associated codes, can vary substantially. Sometimes,
114-510: A business , a nonprofit organization , sports club , or a local government of a new city or town . Specific incorporation requirements in the United States differ on a state by state basis. However, there are common pieces of information that states require to be included in the certificate of incorporation . A business purpose describes the incorporated tasks a company has to do or provide. The purpose can be general, indicating that
171-423: A poison pill (or forced-exchange or conversion features) that is exercised upon a change in control. Some corporations contain provisions in their charters authorizing the issuance of preferred stock whose terms and conditions may be determined by the board of directors when issued. These "blank checks" are often used as a takeover defence; they may be assigned very high liquidation value (which must be redeemed in
228-486: A bond has greater security than the preferred and has a maturity date at which the principal is to be repaid. Like the common, the preferred has less security protection than the bond. However, the potential increase in the market price of the common (and its dividends, paid from future growth of the company) is lacking for the preferred. One advantage of the preferred to its issuer is that the preferred receives better equity credit at rating agencies than straight debt (since it
285-416: A company can defer dividends by going into arrears with a little penalty or risk to its credit rating, however, such action could hurt the company meeting the terms of its financing contract. With traditional debt, payments are required; a missed payment would put the company in default. Occasionally, companies use preferred shares as a means of preventing hostile takeovers , creating preferred shares with
342-417: A current yield of just over six percent. If, in a few years, 10-year Treasuries were to yield more than 13 percent to maturity (as they did in 1981) these preferreds would yield at least 13 percent; since the rate of dividend is fixed, this would reduce their market price to $ 46, a 54-percent loss. The difference between straight preferreds and Treasuries (or any investment-grade Federal-agency or corporate bond)
399-403: A direct campaign. The articles of incorporation (also called a charter , certificate of incorporation or letters patent ) are filed with the appropriate state office, listing the purpose of the corporation, its principal place of business and the number and type of shares of stock. A registration fee is due, which is usually between $ 25 and $ 1,000, depending on the state. A corporate name
456-455: A dividend is not paid in time, it has "passed"; all passed dividends on a cumulative stock make up a dividend in arrears . A stock without this feature is known as a noncumulative, or straight , preferred stock; any dividends passed are lost if not declared. The above list (which includes several customary rights) is not comprehensive; preferred shares (like other legal arrangements) may specify nearly any right conceivable. Preferred shares in
513-596: A face-to-face meeting. In the UK, the process of incorporation is generally called company formation. The United Kingdom is one of the quickest locations to incorporate, with a fully electronic process and a very fast turnaround by the national registrar of companies, the Companies House . The current Companies House record is five minutes to vet and issue a certificate of incorporation for an electronic application. There are many different types of UK companies: In Canada ,
570-408: A hybrid instrument. Preferred stocks are senior (i.e., higher ranking) to common stock but subordinate to bonds in terms of claim (or rights to their share of the assets of the company, given that such assets are payable to the returnee stock bond) and may have priority over common stock (ordinary shares) in the payment of dividends and upon liquidation . Terms of the preferred stock are described in
627-405: A league or competition to participate in) and even switch between football codes. Likewise, a football club may fold if it becomes insolvent or is incapable of fielding a team to play matches. The number of players that take part in the sport simultaneously, thus forming the team are: Incorporation (business) Incorporation is the formation of a new corporation . The corporation may be
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#1732872172135684-446: A liquidation preference. The preferred shares are typically converted to common shares with the completion of an initial public offering or acquisition. An additional advantage of issuing preferred shares to investors but common shares to employees is the ability to retain a lower 409(a) valuation for common shares and thus a lower strike price for incentive stock options . This allows employees to receive more gains on their stock. In
741-629: A maximum rate of 15% rather than at ordinary-income rates (as with bond interest). Preferred shares represent a significant portion of Canadian capital markets, with over C$ 11.2 billion in new preferred shares issued in 2016. Many Canadian issuers are financial organizations that may count capital raised in the preferred-share market as Tier 1 capital (provided that the shares issued are perpetual). Another class of issuer includes split share corporations . Investors in Canadian preferred shares are generally those who wish to hold fixed-income investments in
798-455: A narrative emerges that offers an explanation for why such views are upheld. In 1816, the New Hampshire state legislature passed a bill intended to turn privately owned Dartmouth College into a publicly owned university with a board of trustees appointed by the governor. The board filed a suit challenging the constitutionality of the legislation. The suit alleged that the college enjoyed
855-428: A senior claim. Individual series of preferred shares may have a senior, pari-passu (equal), or junior relationship with other series issued by the same corporation. Preferred shares are more common in private or pre-public companies, where it is useful to distinguish between the control of and the economic interest in the company. Government regulations and the rules of stock exchanges may either encourage or discourage
912-412: A shareholder of a Corp. or LLC cannot seize the assets of the company. However, the creditor may be able to seize ownership shares in the corporation, as they are considered a personal asset. In the United States, corporations can sometimes be taxed at a lower rate than individuals. Also, corporations can own shares in other corporations and receive corporate dividends 80% tax-free. There are no limits on
969-501: A taxable portfolio. Preferential tax treatment of dividend income (as opposed to interest income) may, in many cases, result in a greater after-tax return than might be achieved with bonds . Preferred shares are often used by private corporations to achieve Canadian tax objectives. For instance, the use of preferred shares can allow a business to accomplish an estate freeze . By transferring common shares in exchange for fixed-value preferred shares, business owners can allow future gains in
1026-408: A top ordinary interest marginal tax rate of 40.8%), $ 1 of dividend income taxed at this rate provides the same after-tax income as approximately $ 1.30 in interest income . The size of the preferred stock market in the United States has been estimated as $ 100 billion (as of early 2008 ), compared to $ 9.5 trillion for equities and US$ 4.0 trillion for bonds. The amount of new issuance in
1083-522: Is a type of sports club which is an organized or incorporated body. Typically these will have a committee, secretary, president, or chairperson, registrar and members. Football clubs typically have a set of rules, including rules under which they play and are themselves typically members of a league or association which are affiliated with a governing body within their sport. Clubs may field multiple teams from their registered players (which may participate in several different divisions or leagues). A club
1140-492: Is convertible into common stock, but its conversion requires approval by a majority vote at the stockholders' meeting. If the vote passes, German law requires consensus with preferred stockholders to convert their stock (which is usually encouraged by offering a one-time premium to preferred stockholders). The firm's intention to do so may arise from its financial policy (i.e. its ranking in a specific index). Industry stock indices usually do not consider preferred stock in determining
1197-572: Is easily transferable to others, either in whole or in part. Some state laws are particularly corporate-friendly. For example, the transfer of ownership in a corporation incorporated in US-DE is not required to be filed or recorded. Legal opinion on corporations has evolved significantly throughout history, and Supreme Court cases provide a means to observe this evolution. While these cases may seem arbitrary and decontextualized when examined individually, when viewed successively and within historical context,
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#17328721721351254-412: Is generally made up of three parts: "distinctive element", "descriptive element", and a legal ending. All corporations must have a distinctive element, and in most filing jurisdictions, a legal ending to their names. Some corporations choose not to have a descriptive element. In the name "Tiger Computers, Inc.", the word "Tiger" is the distinctive element; the word "Computers" is the descriptive element; and
1311-510: Is prevalent in Quebec, while the English system is operating in 9 provinces/territories. Preferred stock Preferred stock (also called preferred shares , preference shares , or simply preferreds ) is a component of share capital that may have any combination of features not possessed by common stock , including properties of both an equity and a debt instrument, and is generally considered
1368-694: Is responsible for ensuring the continued existence of its teams in their respective competitions. The oldest football clubs date back to the early 19th century. While records exist for most incorporated clubs, they do not exist for all football clubs. Standalone clubs are usually run like businesses and appear on official registers . However many football clubs were formed as part of larger organisations (schools, athletic clubs, societies) and therefore public records of their formation and operation may not be kept unless they compete with other teams. Football clubs may also be dormant for periods and be re-formed (for example going into recess for reasons such as war or lack of
1425-430: Is that the bonds would move up to par as their maturity date approaches; however, the straight preferred (having no maturity date) might remain at these $ 40 levels (or lower) for a long time. Advantages of straight preferreds may include higher yields and—in the U.S. at least—tax advantages; they yield about 2 percent more than 10-year Treasuries, rank ahead of common stock in case of bankruptcy and dividends are taxable at
1482-450: Is the protection of personal assets against the claims of creditors and lawsuits. Sole proprietors and general partners in a partnership are personally and jointly responsible for all the legal liability (LL) of a business such as loans, accounts payable, and legal judgments. In a corporation, however, shareholders , directors and officers typically are not liable for the company's debts and obligations. They are limited in liability to
1539-411: Is usually perpetual). Also, certain types of preferred stock qualify as Tier 1 capital; this allows financial institutions to satisfy regulatory requirements without diluting common shareholders. Through preferred stock, financial institutions are able to gain leverage while receiving Tier 1 equity credit. If an investor paid par ($ 100) today for a typical straight preferred, such an investment would give
1596-459: The right to contract and the government changing that contract was not allowed. Chief Justice John Marshall delivered the majority opinion and affirmed that the right to contract exists between owners of private property rather than between a government and its citizens. The case was the first case in US history that asked fundamental questions about corporate entities and the protections they enjoy; it also
1653-507: The "Inc." is the legal ending. The legal ending indicates that it is in fact a legal corporation and not just a business registration or partnership . Incorporated, limited , and corporation, or their respective abbreviations (Inc., Ltd., Corp.) are the possible legal endings in the US. Usually, there are also corporate bylaws which must be filed with the state. Bylaws outline a number of important administrative details such as when annual shareholder meetings will be held, who can vote and
1710-456: The Articles of Incorporation. In the case of online incorporation, the state will have the final say with regards to the name chosen for the company. The name should not deceive or mislead consumers. Registered agents are responsible for receiving all legal and tax documentation on behalf of the corporation. Share per value refers to the stated minimum value and generally doesn't correspond to
1767-400: The U.S. normally carry a call provision, enabling the issuing corporation to repurchase the share at its (usually limited) discretion. In addition to straight preferred stock, there is diversity in the preferred stock market. Additional types of preferred stock include: Preferred stocks offer a company an alternative form of financing—for example through pension-led funding ; in some cases,
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1824-418: The United States there are two types of preferred stocks: straight preferreds and convertible preferreds. Straight preferreds are issued in perpetuity (although some are subject to call by the issuer, under certain conditions) and pay a stipulated dividend rate to the holder. Convertible preferreds—in addition to the foregoing features of a straight preferred—contain a provision by which the holder may convert
1881-401: The United States, the issuance of publicly listed preferred stock is generally limited to financial institutions, REITs and public utilities. Because in the U.S. dividends on preferred stock are not tax-deductible at the corporate level (in contrast to interest expense), the effective cost of capital raised by preferred stock is significantly greater than issuing the equivalent amount of debt at
1938-404: The United States. See Dividends received deduction . But for individuals , a straight preferred stock, a hybrid between a bond and a stock, bears some disadvantages of each type of securities without enjoying the advantages of either. Like a bond, a straight preferred does not participate in future earnings and dividend growth of the company, or growth in the price of the common stock. However,
1995-400: The actual share value. In reality, the value of a share is based on its fair market value or the amount a buyer is willing to pay. An Inc. stipulates the exact number of shares the corporation is willing to authorize. It is mandatory for every corporation to have stock. If the corporation is willing to permit both preferred as well as common shares of stock, then this should have a mention in
2052-401: The amount of losses a corporation may carry forward to subsequent tax years. A sole proprietorship, on the other hand, cannot claim a capital loss greater than $ 3,000 unless the owner has offsetting capital gains. A corporation is capable of continuing indefinitely. Its existence is not affected by the death of shareholders, directors, or officers of the corporation. Ownership in a Corp. or LLC
2109-399: The amount they have invested in the corporation. For example, if a shareholder purchased $ 100 in stock, no more than $ 100 can be lost. On the other hand, a corporation (Corp.) or a limited liability company (LLC) may hold assets such as real estate, cars or boats. If a shareholder of a corporation is personally involved in a lawsuit or bankruptcy , these assets may be protected. A creditor of
2166-402: The articles of incorporation, along with the voting rights information. Generally, preferred shares provide its shareholders preferential payments of distribution of assets or dividends, in case the company shuts down its operations. A lot of small business owners only allow shares of common stock. There are a number of legal benefits that come with incorporation. One significant legal benefit
2223-412: The budding company has been formed to carry out "all lawful business" in the region. Alternatively, the purpose can be specific, furnishing a more detailed explanation of the products and/or services to be offered by their company. The chosen name should be followed with a corporate identifier such as "Corp.", "Inc.", or "Co.". A preliminary name availability search is advisable prior to the submission of
2280-471: The court ruled that there could be a corporate tax, essentially saying the structure of business was a justifiably discriminatory criterion for governments to consider when writing tax legislation. This was a unique ruling handed down during a unique time in US history that denied a corporation freedom it sought in the courtroom. From 1940 to 1990 the percent of total GDP made up by financial service professionals increased by 300%. Along with that growth there
2337-487: The daily trading volume of a company's stock; for example, they do not qualify the company for a listing due to a low trading volume in common stocks. Perpetual non-cumulative preference shares may be included as Tier 1 capital . Perpetual cumulative preferred shares are Upper Tier 2 capital . Dated preferred shares (normally having an original maturity of at least five years) may be included in Lower Tier 2 capital . In
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2394-399: The event of a change of control), or may have great super-voting powers. When a corporation goes bankrupt, there may be enough money to repay holders of preferred issues known as " senior " but not enough money for " junior " issues. Therefore, when preferred shares are first issued, their governing document may contain protective provisions preventing the issuance of new preferred shares with
2451-660: The issuance of publicly traded preferred shares. In many countries, banks are encouraged to issue preferred stock as a source of Tier 1 capital . A company may issue several classes of preferred stock. A company raising venture capital or other funding may undergo several rounds of financing, with each round receiving separate rights and having a separate class of preferred stock. Such a company might have " Series A Preferred", " Series B Preferred", "Series C Preferred", and corresponding shares of common stock. Typically, company founders and employees receive common stock, while venture capital investors receive preferred shares, often with
2508-402: The issue of corporate contributions came before the court again. In Citizens United v. FEC the court said there was virtually no distinction between monetary contributions and political speech, and because we do not limit political speech unless it is tantamount to bribery, corporations have the right as people to donate unlimited amounts of money to any political cause so long as it is not to
2565-459: The issuing company's articles of association or articles of incorporation . Like bonds, preferred stocks are rated by major credit rating agencies . Their ratings are generally lower than those of bonds, because preferred dividends do not carry the same guarantees as interest payments from bonds, and because preferred-stock holders' claims are junior to those of all creditors. Preferred equity has characteristics similar to preferred stock, but
2622-426: The late 19th into the early 20th centuries came to a screeching halt in 1929. The Great Depression , as it came to be known, helped a view of corporations emerge that put them at odds with the normal working man. The election of Franklin D. Roosevelt was a manifestation of many populist sentiments the country might have felt. In 1933 a Florida case came before the court, again disputing taxation. In Liggett v. Lee
2679-535: The manner in which shareholders will be notified if there is need for an additional "special" meeting. Corporations can only deduct net operating losses going back two years and forward 20 years. Assuming a corporation has not sold stock to the public, conducting corporate business is straightforward. Often, it amounts to recording key corporate decisions (for example, borrowing money or buying real estate) and holding an annual meeting. These formalities can often be supplanted by written agreement and do not usually need
2736-432: The preferred into the common stock of the company (or sometimes, into the common stock of an affiliated company) under certain conditions (among which may be the specification of a future date when conversion may begin, a certain number of common shares per preferred share, or a certain price per share for the common stock). There are income-tax advantages generally available to corporations investing in preferred stocks in
2793-758: The process of incorporation can be done either at the federal or provincial level. Companies which incorporate with the federal government will generally need to register extra-provincially in the province that they elect to do business. Similarly, a provincial corporation may need to register extra-provincially if they are to have offices outside of their home province. Incorporated Canadian companies can generally use either Corp., Corporation, Inc., Incorporated, Incorporée, Limited, Limitée, Ltd., Ltée, Société par actions de régime fédéral, and S.A.R.F in their name, but this may vary from province to province. Note that there are two government structures operating within Canada. French system
2850-523: The same interest rate. This has led to the development of TRuPS : debt instruments with the same properties as preferred stock. With the passage of the Dodd-Frank Wall Street Reform and Consumer Protection Act in 2010, TRuPS will be phased out as a vehicle for raising Tier 1 capital by bank holding companies . Outstanding TRuPS issues will be phased out completely by 2015. However, with a qualified dividend tax rate of 23.8% (compared to
2907-420: The same time as any dividends on common stock. Preferred stock can be cumulative or noncumulative . A cumulative preferred requires that if a company fails to pay a dividend (or pays less than the stated rate), it must make up for it at a later time in order to ever pay common-stock dividends again. Dividends accumulate with each passed dividend period (which may be quarterly, semi-annually or annually). When
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#17328721721352964-432: The tax code was misapplied to some of their property and assets. In deciding the case, a unanimous court ruled that governments must abide by the same tax code enforcement for individuals that it did for corporations. While not explicitly stated in the case, it was implied that this case extended equal protection rights to corporations under the 14th amendment . The booming economy the railroad corporations helped build from
3021-448: The term is typically used for investments in real estate or other private investments where the common stock is not publicly traded, so private equity has no public credit rating. Features usually associated with preferred stock include: In general, preferred stock has preference in dividend payments. The preference does not assure the payment of dividends, but the company must pay the stated dividends on preferred stock before or at
3078-812: The value of the business to accrue to others (such as a discretionary trust ). The rights of holders of preference shares in Germany are usually rather similar to those of ordinary shares, except for some dividend preference and no voting right in many topics of shareholders' meetings. Preference shares in German stock exchanges are usually indicated with V , VA , or Vz (short for Vorzugsaktie )—for example, "BMW Vz" —in contrast to St , StA (short for Stammaktie ), or NA (short for Namensaktie ) for standard shares. Preference shares with multiple voting rights (e.g., at RWE or Siemens ) have been abolished. Preferred stock may comprise up to half of total equity. It
3135-441: The word "team" may be limited to those who play on the field in a match and does not always include other players who may take part as replacements or emergency players. "Football squad" may be used to be inclusive of these support and reserve players. The words team and club are sometimes used interchangeably by supporters, typically referring to the team within the club playing in the highest division or competition. A football club
3192-609: Was a growth in the profits this industry experienced as well. As the disposable income of banks and other financial institutions rose, they sought a way to use it to influence politics and policy. In response, Massachusetts passed a law limiting corporate donations strictly to issues related to their industry. The First National Bank of Boston challenged the law on First Amendment grounds and won. First National Bank of Boston v. Bellotti allowed business to use financial speech in political causes of any nature. In 2010 amidst an outpouring of frustration and blame directed at Wall Street
3249-563: Was a precedent-setting case in extending "individual rights" to corporations. The railroad was an expensive multi-year project that greatly changed and altered both the physical and commercial landscape of the country. As with most new technology developments that have a broad impact, there are disputes about how those technologies and the businesses they thrive in fit under the umbrella of laws that govern regulations and taxation. In 1886 one such taxation dispute arose between Santa Clara County and Southern Pacific Railroad . The railroad thought
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