Glossary

Where seller uses information or business practice in a way that would deceive or confuse the average consumer (e.g. hidden service charges, not explaining the risks involved)

Using confusing, false or unproven information when promoting a product or service

The statutory minimum hourly rates of pay that most workers are entitled to in the UK. There is a limited list of exceptions (e.g. self-employed people running their own business, members of the armed forces)

Also known as face or par value. This is monetary value assigned to an asset (usually a share) when it is first created or recorded on a balance sheet. It is fixed and does not change over time. It does not reflect the worth of the asset (which varies depending on external factors, e.g demand for the asset, inflation. See market value).

A document used where one or more of the parties to a transaction will disclose confidential information. It protects the party disclosing confidential information. Most commonly used ahead of another transaction to protect the parties whilst they consider a business proposal or finalise terms.

A person or organisation who is on the Board of Directors but is not an employee of the company. They owe the same duties as the other directors to the company (e.g. to act in company's best interests) but are not involved in the day-to-day management of the business, which allows them to provide an independent perspective to policy decisions.

A funding round where the business seeking investment refers to a future event to determine the price of its shares

The document that a lender is given to evidence that a company owes them a sum of money. It is registered with Companies House and is usually issued when a business has used debt finance to fund or grow its operations.

A proposal to do something in line with the stated terms. If accepted, the parties' contractual relationship will be based on those terms. If the other party refuses to proceed on the stated terms or suggests alternative terms, the offer is rejected and parties have no legal obligation to each other.

An individual or organisation who has specific duties in relation to their role. In UK legal documents it commonly refers those in a company who have duties imposed on them by the Companies Act (e.g. directors)

Where a service or product is operated at the property of the customer. Usually used in relation to software which is installed locally by the customer (rather than provided via a cloud).

Where someone has indicated that they do not want to receive marketing (e.g. unsubscribe from a newsletter). Marketing communications must include an option for the recipient to opt out.

The right (but not the obligation) to do something in the future. For example, an individual with a Share Option has the right to buy shares at a later date.

A resolution which only requires 51% approval to pass

The most common type of share. It reflects the percentage of the business the shareholder owns and gives the shareholder the right to vote on certain decisions and receive income. This type of share exists until the company is dissolved.

A finance tool offered by banks which allows the account holder to draw funds and put their account into deficit (e.g. the account holder has £50 in their account and an overdraft of £250. They can withdraw £300). There is usually a charge to use the overdraft facility, with additional penalty charges for exceeding the agreed deficit amount.

The status which empowers the person or organisation to make all decisions in relation to property and be deferred to by others about matters relating to the property that they own. The owner can limit their status by granting others rights over the property (e.g. leasing their property to a tenant)

The legal rights and responsibilities of specifc adults (commonly the biological parents, but not always) to a child. Examples include the right to decide what medical treatment the child receives and the responsibility to provide a home for the child.

Formal legal name for an employment contract. A document outlining responsibilities, place of work, hours, holiday entitlement, pay etc.

A type of intellectual property that can be legally protected. It is the formal recognition of an invention (which must be a new idea, which involves an inventive step and is capable of being applied within an industry, e.g. agriculture)

To receive money instead of something else. For example, an employee with a 4 week notice period could be 'paid in lieu of notice' so that instead of working that period and receiving their final pay as normal, they stop working immediately and receive a lump sum (equivalent to 4 weeks' pay).

Where an organisation enters (or is about to enter) into a contract with a data subject and it needs to process personal data to fulfil or prepare the contract.

Any information which does (or could be used to) identify someone who is alive

A security incident in which personal data has been accidentally or illegally destroyed, lost, changed or shared with, accessed or used by someone who did not have permission.

Where an individual promises to take on liability in the event something goes wrong (e.g. where a borrower is unable to make loan repayments, the person who gave the guarantee will have to pay the lender instead)

Financial benefit (whether received as income or repayment of a debt)

An agreement typically used to create a security interest in equity interests (including capital stock, LLC interests, and partnership interests) and promissory notes.

Where every shareholder (or person representing that shareholder , also known as their proxy) with an ordinary share present at a meeting casts a vote

The earliest stage of seeking money to put into a new venture, usually so that it can begin operating and before more formal funding rounds. It is common for the investors to be the founders themselves or their close family and friends.

A right of an existing shareholder to be given the opportunity to buy newly created shares from the company before the new shares are offered to the wider market.

A type of share with additional rights to an ordinary share. It entitles the shareholder to receive dividends ahead of shareholders with ordinary shares and receive priority in payout should the company be declared bankrupt.

An application to fix the date at which patent registration is reviewed. When an application to register a patent is considered, one of the factors is whether the invention is a new idea. Where different inventors both apply to protect their idea, the application which was received first will be granted the patent.

Where an organisation which processes personal data provides information as part of its transparency obligations.

Where an organisation sets out its approach to data protection

Any action in relation to personal data - ranging from actively using or analysing the information to simply having access to or storing the information.

The sum remaining once all other expenses have been settled (e.g. where a business is paid £1,000 by a customer, but must pay £500 expenses and £250 tax, it is left with £250 profit)

Specific traits or status of individuals which have statutory safeguards in the UK : age, civil partnership, disability, gender reassignment, marriage, maternity, pregnancy, race, religion (or belief), sex and sexual orientation.

A valid status of a meeting (because it has the necessary number of individuals present)

The minimum number of individuals required at a meeting before any proceedings at that meeting can be considered valid.

The statutory requirement for an employer, public authority or service provider to make a change or provide an alternative option so that persons with protected characteristics are not unfairly discriminated against (e.g. providing documentation in larger text)

Money owed by customers to a business (e.g. where a business issues an invoice which is payable within 30 days)

A mandatory compliance document which captures key information about the personal data an organisation is processing.

Where the nominal value of a share is converted from one currency to another (e.g. £1 shares converted into $1 shares)

A document listing the names of individuals or organisations that have shares in the company, the types of shares they have and the percentage of the company that they own.

A right granted in a contract to an investor which allows them to require the company to offer their shares for sale in the public market (so the investor is not restricted in who can buy their share and can therefore sell their share more easily)

A proposal which must be voted on by shareholders to decide whether it is passed or rejected (e.g. Mr A will receive a £1,000 bonus). There are different types which require different thresholds to be met in order to be valid, e.g. 51% approval vs 75% approval.

A legally binding promise which prevents or limits the party who gave the promise from taking a specific action (e.g. not allowing a property owner to build an extension)

A finance tool which allows the borrower to access money in a flexible way, up to an agreed limit from the lender. There are no fixed repayments and the borrower may repay and then dip back into the borrowed funds over time. Most common example is a credit card.

Status which means an individual may legally be employed in the UK. An employer can be fined up to £20,000 if they employ someone who does not have the right to work in the UK.

Seed Enterprise Investment Scheme (a type of venture capital scheme). It offers tax benefits to investors to encourage them to invest in a company that has just started to trade. There are restrictions on which companies can use the scheme, how invested capital is spent and sanctions if a company does not comply with the scheme rules. Learn more about SEIS.

A financial asset that can be traded. Examples include stocks, shares and bonds.

Where party with the Option has the right (but the obligation) to buy or sell shares of a company.

Money paid by shareholders to a company in exchange for shares (representing the percentage of the company they own). It is used to reassure creditors that there are funds available should the company fail to pay them.

Different types of shares which grant the shareholder different types of rights

Where a company makes more shares available with the consequence of decreasing an existing shareholder's percentage of ownership (e.g. where a company originally had 10 shares and a shareholder had 5 shares representing 50% ownership, the company issuing a further 10 shares will mean that shareholder's 5 shares now represent 25% ownership)

The difference between the nominal value and market value of a share (e.g. where a share's nominal value is £1 and it is sold for £1.50, the share premium is 50p)

Also known as a member. An individual or organisation that owns a share in a company.

Also known as an AGM (Annual General Meeting). A scheduled meeting where shareholders vote on important business decisions. For larger companies this may be the only time that shareholders meet with the executive (senior managers)

A document that sets out the relationship between some or all of the shareholders and the company (e.g. the process for transferring shares to others, deadlock provisions and protections given to the shareholders should the company become insolvent)

There are six common rights that a shareholder has: to vote on company business matters; a percentage of ownership of the company; to transfer their shares; to receive dividends; to inspect corporate documents and the right to sue on behalf of the company. Learn more about shareholders.

A unit representing a percentage of ownership in a company and entitles its owner to specific rights (e.g. right to receive dividends)

Over half, 51%

A limited exception to the normal direct marketing rule (where you can only contact someone who has given their consent). It allows you to send marketing communicatoins to recent customers on the proviso that the customer has not already opted-out and the communication has option for them to opt-out at any point.

Especially sensitive types of personal data which if misused risk enabling discrimination against the data subject and therefore requires extra protection.

A resolution which requires 75% votes in its favour to be successful.

The records that the law requires a company to keep (e.g. register of members, copies of all directors' service agreements)

A minimum sum that employers must pay employees who are absent from work due to sickness for 4 or more days in a row (regardless of whether those are their scheduled working days). Learn more about employment rights.

The value of an asset at the point it is sold (e.g. the market value of a share fluctuates during the day and is worth £2 at 9:00am and £2.10 at 10am. If the shareholder sold their share at 9:00am, its strike price would be £2)

An organisation that carries out a task for the Data Processor so that the Data Processor can fulfil the instructions of the Data Controller

Where existing shares are split into two or more. This creates more shares in a company without any consequence on the shareholder's ownership or voting rights (e.g. where a shareholder had 5 shares representing 50% ownership, they will now have 10 shares representing 50% ownership)

Where a Data Subject uses their legal right to ask an organisation to provide them the personal data that the organisation has processed about them. They are only entitled to their own information. The organisation has a statutory deadline of 30 days to provide the information to the person. Learn more about DSARs.

A letter from a prospective shareholder to a company asking to buy shares

A record of individuals (and their contact details) kept for the sole purpose of ensuring that they do not receive any marketing communications

Either an activity specified in law (e.g. recording requirements of disabled persons to make reasonable adjustments) or where the Data Controller or Data Processor is an official authority carrying out a function defined by statute.

A loan of money which is paid off by regular payments made by the borrower over a set period of time, usually with interest added.

The ability for a party to end a contract (usually restricted to specific circumstances or a minimum notice period )

The country in which intellectual property has been formally recognised and given legal protection

Where someone outside the contractual relationship seeks to rely on a term of the contract for their benefit (e.g. where there is a contract between an insurer and a driver, an injured person may approach the insurer directly to make a claim).

Valuable commercial information that businesses keep confidential to ensure they have a competitive edge (e.g. Coca Cola recipe, customer lists). Learn more about trade secrets.

A type of intellectual property. A unique symbol or word(s) which helps a customer or user recognise a product, service or business and separately identify it from similar products, services or businesses (e.g. McDonalds vs Burger King). Learn more about trade marks.

Where a director of a company has a personal interest in a transaction that the company has (or is about to) entered. A director must be upfront about their personal interest (otherwise it is a criminal offence) and not be involved with decisions or meetings about the transaction.

Move or pass across something from one person, place or organisation to a different person, place or organisation (e.g. move money from one bank account to another, pass across ownership of shares to someone else)

All exisiting shares in a company (vs diluted share capital which includes potential shares that the company could create in the future). Find out more about how shares work.

Where a business operates in a way that is unreasonable or results in excessive disadvantage to its peers or customers (e.g. fraud). It is illegal.

Where an employee (who has been employed for 2 years) has their contract ended by their employer without a valid reason or without following a proper process. Discover more about employee rights.

Where an employer has treated its employee unfairly, but has not dismissed them (e.g. greviance process has not been followed properly, overlooked for promotion)

A company which does not sell its share on the stock exchange

Money provided by investors to small businesses with the intention that the business will grow and the investors will make their money back (and more) in the future. Discover more about venture capital investments.

The point in time that a person or organisation receives the right to benefit from an asset (whether immediately or in the future), meaning that they now have a personal interest in the asset.

The power to block the approval of a proposal and prevent it from passing.

Essential to protect the life of the data subject or another person.

The right to have your preferred choice formally recorded and taken into consideration when making a decision.

Where one party gives a formal promise to reassure the other party, allowing them to make a claim if the promise is broken or untrue. E.g. where a car rental company promises that its vehicles have driven under 20,000km

UK law setting the rules about the maximum hours a person can work, the paid holiday they are entitled to and the paid and unpaid breaks they are entitled to. Find out more about employee rights.