# Corporate, M&A, JV, Corporate Resolutions, Powers of Attorney & Proxies Lexicon

Consolidated English terminology for the corporate / transactional cluster:

- **M&A documents** — share purchase agreements (SPAs), asset purchase agreements (APAs), transaction deeds, disclosure letters, W&I and tax deeds.
- **Joint ventures** — JVAs, consortium agreements, co-investment and joint development agreements, SPVs, deadlock and exit mechanics.
- **Shareholders' agreements (SHAs) and shareholder loans** — governance, transfer restrictions, dividend and exit provisions, subordination.
- **Corporate resolutions and minutes** — board and shareholder resolutions, ordinary and extraordinary general meetings, written resolutions, notarial minutes, standard formulae.
- **Powers of Attorney and Proxies** — general / special / notarial / banking POAs, proxy forms for meetings, authentication, apostille, revocation, substitution.

Many terms (reserved matters, deadlock, tag/drag, call/put, FMV, articles of association, casting vote, board of directors, quorum, voting threshold) are shared across these contexts — treat them as **one terminology system** and use the same English term every time, regardless of whether the source document is an SPA, an SHA, a board minute, or a stand-alone power of attorney.

For tax-specific terminology (tax indemnities at the M&A interface, transfer pricing, VAT, withholding, double-tax treaties), see **`taxes.md`** — this lexicon contains only the M&A interface (tax deed, tax indemnity, pre-completion tax liability) and cross-references the tax lexicon for everything else.

## Core M&A Document Terms

| Correct English term | Usage / meaning | Avoid |
|---|---|---|
| share purchase agreement (SPA) | Agreement for the purchase and sale of shares/quotas | "share sale contract" |
| asset purchase agreement / business transfer agreement | Agreement for the purchase of a business or business unit | — |
| shareholders' agreement (SHA) | Agreement regulating the relationship between shareholders | — |
| shareholder loan | A loan from a shareholder to the company | — |
| transfer deed / transaction deed | The deed effecting the transfer of shares/assets | — |
| disclosure letter | Letter from seller to buyer disclosing exceptions to warranties | — |
| seller's representations and warranties | Statements of fact and promises made by the seller | "seller's declarations and guarantees" |
| indemnity / indemnification | The obligation to compensate for loss | — |
| specific indemnity | A standalone indemnity for an identified risk (tax, litigation, environmental), separate from the warranty claim regime | — |
| purchase price | The price paid for the shares/assets | — |
| consideration | The value given in exchange (may be cash, shares, or other) | — |
| deferred consideration | Consideration payable after completion | — |
| earn-out | Contingent consideration based on future performance | — |
| completion (UK) / closing (US) | The moment when the transaction is consummated | Default to "completion" for European transactions |
| signing / exchange | The moment when the agreement is executed | — |
| conditions to completion / conditions precedent (CPs) | Conditions that must be satisfied before completion | "suspensive conditions to closing" |
| interim period | The period between signing and completion | — |
| business covenants / conduct of business undertakings | Seller's undertakings to operate the target in the ordinary course during the interim period | "management restrictions" |
| ordinary course of business | The standard by which the seller must operate the target during the interim period | — |
| material adverse change (MAC) clause | Clause allowing termination if a material adverse change occurs | — |
| due diligence | Investigation of the target prior to the transaction | — |
| data room | Repository of documents for due diligence review | — |
| letter of intent (LOI) | Non-binding expression of intention to transact | — |
| memorandum of understanding (MOU) | Preliminary agreement setting out key terms | — |
| binding offer | An offer that creates a binding obligation if accepted | — |
| non-binding offer / indicative offer | An offer that does not create a binding obligation | — |

## Core JV Terms

| Correct English term | Usage / meaning | Avoid |
|---|---|---|
| joint venture agreement (JVA) | The agreement establishing and governing the JV | — |
| consortium agreement | Agreement between parties forming a consortium (without a JV entity) | — |
| co-investment agreement | Agreement governing a joint investment | — |
| joint development agreement | Agreement for jointly developing a project, product, or technology | — |
| special purpose vehicle (SPV) / joint venture company | The entity through which the JV operates | — |
| contribution (in kind or in cash) | What each party brings into the venture | Not "contribution" in the tax sense |
| cash contribution | Monetary contribution to the JV | — |
| contribution in kind | Non-cash contribution (assets, IP, know-how) | — |
| participating interest / equity interest | A party's ownership share in the JV | — |
| profit sharing / profit allocation | How profits are distributed among JV partners | — |
| loss sharing / loss allocation | How losses are borne by JV partners | — |
| joint management | Shared management of the JV by the partners | — |
| management committee / steering committee | The governing committee of the JV | — |
| dissolution of the joint venture | The winding-up and termination of the JV | — |
| winding-up / liquidation | The process of settling the JV's affairs and distributing assets | — |
| exclusion of a party | Forced removal of a JV partner | — |
| material breach | A serious breach justifying termination or exclusion | — |
| term | The duration of the JV agreement | — |
| renewal / extension | Continuation of the JV beyond its initial term | — |
| automatic renewal | Renewal unless a party gives notice to the contrary | — |

## Core Corporate Resolution Terms

| Correct English term | Usage / meaning | Avoid |
|---|---|---|
| board resolution / resolution of the board of directors | A formal decision taken by the board | "board decision" |
| board minutes / minutes of the meeting of the board of directors | The written record of a board meeting | — |
| shareholder resolution | A formal decision taken by the shareholders | — |
| resolution of the shareholders' meeting | A resolution passed at a shareholders' meeting | — |
| minutes of the shareholders' meeting | The written record of a shareholders' meeting | — |
| ordinary general meeting (OGM) | A regular shareholders' meeting for routine business | — |
| extraordinary general meeting (EGM) | A shareholders' meeting for non-routine business (e.g., amendments to articles) | — |
| written resolution / resolution by written consent | A resolution passed without a physical meeting | — |
| circular resolution | A resolution passed by written circulation among directors/members | — |
| extract of the minutes / certified extract | An officially certified excerpt from the full minutes | — |
| sole quotaholder's / sole shareholder's resolution | A resolution taken by the sole shareholder of a single-member company | "unique shareholder decision" |

## Meeting Procedure Terms

| Correct English term | Usage / meaning | Avoid |
|---|---|---|
| notice of meeting / convening notice | Formal notice calling a meeting | — |
| short notice | Notice given on a shorter period than otherwise required, with consent | — |
| agenda | The list of items to be discussed | — |
| agenda item | A specific matter on the agenda | — |
| quorum | The minimum attendance required for a valid meeting | — |
| voting threshold | The minimum votes required for a valid resolution | — |
| simple majority | More than 50% of votes cast | — |
| qualified majority / super-majority | A higher threshold than simple majority (e.g., 66%, 75%) | — |
| unanimity | All votes in favour | — |
| vote in favour | A vote supporting the resolution | — |
| vote against | A vote opposing the resolution | — |
| abstention | A decision not to vote | — |
| casting vote | A deciding vote exercisable by the chairman to break a tie | "double vote" |
| chairman of the meeting | The person presiding over the meeting | — |
| secretary of the meeting | The person recording the minutes | — |
| notary recording the minutes | A notary present to authenticate the proceedings | — |
| opening of the meeting | The formal commencement of the meeting | — |
| closure / adjournment of the meeting | The formal end or suspension of the meeting | — |
| reading and approval of the minutes | The process of reviewing and approving the record | — |
| video-conference / hybrid meeting | A meeting held via electronic means or partly in person and partly remotely | — |

## Corporate Governance Terms

| Correct English term | Usage / meaning | Avoid |
|---|---|---|
| board of directors | The governing body of a company | — |
| sole director | A single-person governing body (where the company has no board) | "unique administrator" |
| chief executive officer (CEO) / managing director (MD) | The senior executive responsible for day-to-day management | — |
| chairman of the board | The presiding member of the board | — |
| vice chairman / deputy chairman | The chairman's deputy | — |
| director | A member of the board of directors | — |
| executive director | A director with an operating role | — |
| independent director | A director not affiliated with the company or its shareholders | — |
| non-executive director | A director who does not hold an executive role | — |
| board of statutory auditors | A corporate body supervising compliance and financial reporting (common in civil-law jurisdictions) | — |
| statutory auditor | An individual member of the board of statutory auditors | — |
| audit firm / external auditor | The firm conducting the external audit of financial statements | Not the same as "statutory auditor" |
| supervisory body | A body with oversight/supervision functions | — |
| supervisory board | A two-tier governance body distinct from the management board (Germany, Netherlands, etc.) | "control board" |
| management board | The executive body in a two-tier governance structure | — |
| articles of association (UK) / by-laws (US) | **Canonical definition** — the constitutional document governing the company's internal affairs. In civil-law sources, typical source-language terms are *statuto* (IT), *Satzung* (DE), *statuts* (FR), *estatutos sociales* (ES); in English translation use "articles of association" for UK-facing drafting and "by-laws" for US. Distinct from memorandum/deed of incorporation (formation document). | "statute", "social pact", "charter" (civil-law calques); "company rules" (imprecise) |
| memorandum of association | The formation document of a company | — |
| register of shareholders | The register recording ownership of shares (use "register of members" for foundations or associations) | — |
| alternate director | A person appointed to attend and vote in place of a director | "substitute director" |
| conflict of interest | A situation where a director's personal interest may conflict with the company's interest | — |
| declaration of interest | A director's formal disclosure of a conflict | — |
| related party transaction | A transaction between the company and a party related to a director or shareholder | — |
| legal representative / authorised signatory | The person authorised to act and sign on behalf of the company | — |
| signatory powers / signing authority | The authority to sign documents on behalf of the company | — |
| joint signing power | Authority requiring two or more signatories acting together | "joint signature" |
| sole signing power | Authority for a single signatory to bind the company | — |
| company secretary | The officer responsible for compliance and corporate filings (UK convention) | — |
| nominated director / appointed director | A director nominated/appointed by a specific shareholder or JV partner | — |
| nomination right / appointment right | The right of a shareholder / JV partner to appoint a director | — |
| removal right | The right of a shareholder / JV partner to remove a director it has nominated | — |

## Substantive Resolution Content

| Correct English term | Usage / meaning | Avoid |
|---|---|---|
| approval of the financial statements | The shareholders' formal approval of annual accounts | — |
| distribution of profits / dividend distribution | Payment of profits to shareholders | — |
| interim dividend | A dividend paid before the year-end financial statements are approved | — |
| coverage of losses | Allocation of losses against reserves or capital | — |
| capital increase / share capital increase | An increase in the company's nominal share capital | — |
| paid-in capital increase | A capital increase funded by new contributions from shareholders | — |
| bonus issue / capitalisation issue | A capital increase funded by capitalising reserves | "free shares" |
| capital reduction | A reduction in the company's nominal share capital | — |
| capital reduction to absorb losses | Reduction of capital to offset accumulated losses | — |
| appointment of directors | The formal appointment of new directors | — |
| removal of directors | The formal removal of directors from office | — |
| reconfirmation of directors | Renewal of directors' mandate at the end of their term | — |
| granting of powers | Conferring authority on an officer or representative | — |
| authorisation to carry out transactions | Board approval for specific transactions | — |
| amendment of the articles of association | Changes to the company's constitutional document | — |
| merger | The combination of two or more companies | — |
| demerger / spin-off | The division of a company into separate entities | — |
| conversion (of corporate form) | Changing the legal form of a company (e.g., LLC to joint-stock) | — |
| dissolution and winding-up | The termination and liquidation of a company | — |
| voluntary winding-up | Winding-up commenced by shareholder resolution | — |
| ratification of actions taken | Formal approval of actions already performed | — |
| to authorise / to empower | To grant authority to act | — |
| to grant full powers | To confer unrestricted authority for a specific purpose | — |

## Standard Minutes Formulae

These are standard English formulations for corporate minutes:

- "a meeting of the Board of Directors was held" (opening)
- "the following directors are present" (attendance)
- "having verified the validity of the meeting" (quorum confirmation)
- "the Chairman declares the meeting open" (opening)
- "the Chairman submits for discussion" (introducing agenda items)
- "after extensive discussion" (transitional phrase)
- "unanimously / by majority vote" (voting result)
- "with the favourable vote of all those present" (unanimous confirmation)
- "the Board resolves" / "the Meeting resolves" (resolution — NOT "decides")
- "there being no further business" (closing)
- "the Chairman declares the meeting closed" (closing)
- "read, approved and signed" (authentication)

## Price Mechanism (M&A)

| Correct English term | Usage / meaning | Avoid |
|---|---|---|
| completion accounts | Post-completion adjustment mechanism: purchase price adjusted based on accounts drawn up at completion | "closing accounts" (acceptable in US) |
| locked box mechanism | Pre-completion pricing: purchase price fixed at a reference date; no post-completion adjustment | — |
| locked box date / reference date | The balance sheet date at which the price is fixed under a locked box | — |
| leakage | Prohibited value extraction from the target between locked box date and completion | — |
| permitted leakage | Specifically agreed exceptions to the no-leakage undertaking | — |
| effective date | The date from which economic risk/benefit passes to the buyer | — |
| price adjustment clause | Mechanism for adjusting the purchase price post-completion (e.g., for net debt, working capital) | — |
| net debt adjustment | Adjustment based on the target's net debt at completion | — |
| working capital adjustment | Adjustment based on the target's working capital at completion | — |
| equity bridge / equity value | Calculation translating enterprise value into the price payable for the equity | — |

## Warranty Claim Limitations (M&A)

| Correct English term | Usage / meaning | Avoid |
|---|---|---|
| de minimis | Minimum individual claim threshold below which no claim can be brought | — |
| basket / aggregate threshold | Aggregate amount claims must exceed before the warranty giver is liable | "deductible" (insurance term) |
| tipping basket | Basket where, once exceeded, the warrantor is liable for the entire amount (not just the excess) | — |
| excess basket / deductible basket | Basket where, once exceeded, the warrantor is liable only for the excess | — |
| overall cap | Maximum aggregate liability of the warrantor under the warranties | — |
| time limitation | Period within which warranty claims must be notified | "statute of limitations" |
| disclosure | Information disclosed by the seller that qualifies or limits warranties | — |
| fair disclosure | Standard by which disclosed matters are deemed to limit warranties | — |
| knowledge qualifier | Limitation on warranties to matters within the warrantor's actual or constructive knowledge | — |
| actual knowledge | What the warrantor personally knows | — |
| constructive knowledge | What the warrantor would have known had they made reasonable enquiries | — |
| conduct of claims | Provisions governing how warranty/indemnity claims are handled and defended | — |
| W&I insurance / warranty and indemnity insurance | Insurance policy covering warranty/indemnity claims | "rep and warranty insurance" (US-only) |
| third-party claim | A claim brought against the target by a third party that triggers indemnity rights | — |

## Escrow and Holdback

| Correct English term | Usage / meaning | Avoid |
|---|---|---|
| escrow | Arrangement where part of the purchase price is held by a third party pending satisfaction of conditions | — |
| escrow account | The account in which escrow funds are held | — |
| escrow agent | The third party holding the escrow funds | — |
| escrow agreement | The agreement governing the operation of the escrow | — |
| retention / holdback | Portion of the purchase price withheld by the buyer as security for warranty claims | — |
| release of retention | Payment of retained funds to the seller after expiry of the warranty period or resolution of claims | — |

## Tax-related M&A Terms (interface only — see `taxes.md` for tax terminology)

| Correct English term | Usage / meaning | Avoid |
|---|---|---|
| tax indemnity / tax covenant | Indemnity covering pre-completion tax liabilities of the target | "tax guarantee" |
| tax deed | Standalone deed containing the tax indemnity and related provisions | — |
| pre-completion tax liability | Tax liabilities attributable to the period before completion | — |
| pre-closing tax period | The period ending on (or before) completion, for tax-allocation purposes | — |
| straddle period | A tax period that begins before and ends after completion | — |
| tax warranty | Seller's warranty as to the tax position of the target | — |

## Governance (JV / SHA)

| Correct English term | Usage / meaning | Avoid |
|---|---|---|
| shareholders' meeting / members' meeting | The meeting of shareholders/members | — |
| board composition | The agreed allocation of board seats among shareholders | — |
| veto right | The right to block a decision | — |
| consent right | A shareholder's right to approve or block specific corporate actions | — |
| reserved matters | Decisions requiring unanimous consent or super-majority | "veto rights" (related but distinct) |
| unanimous resolution | A resolution requiring all parties to vote in favour | — |
| qualified majority resolution | A resolution requiring a super-majority (e.g., 75%) | — |
| information rights / audit rights | Rights to receive financial/operational information and inspect books and records | — |
| business plan | The plan for the company's / JV's commercial activities | "industrial plan" (calque) |
| annual budget | The yearly financial plan | — |
| key performance indicators (KPIs) | Agreed metrics for measuring performance | — |
| restricted business | A scope-of-business restriction defining what the JV may or may not undertake | — |

## Deadlock

| Correct English term | Usage / meaning | Avoid |
|---|---|---|
| deadlock | Situation where shareholders / JV partners cannot reach agreement on a reserved matter | — |
| deadlock notice | Formal notice by a party that a deadlock has arisen | — |
| deadlock resolution mechanism | Agreed procedure for resolving a deadlock | — |
| escalation to senior management | Referral of the deadlock to each party's CEO or senior executive | — |
| buy-sell provision / shotgun clause | Mechanism where one party offers to buy or sell at a stated price, and the other must accept one side | — |
| Russian roulette | Buy-sell mechanism where the offeree must either buy or sell at the offered price | — |
| Texas shoot-out / sealed bid | Each party submits a sealed bid; the highest bidder acquires the other's interest | — |
| Mexican shoot-out | Variant requiring the offeror to commit to buy if the other side declines to sell | — |
| cooling-off period | Period during which the parties must attempt to resolve the deadlock before triggering exit | — |

## Contribution and Financial Terms (JV)

| Correct English term | Usage / meaning | Avoid |
|---|---|---|
| funding commitment | A party's obligation to provide funding | — |
| further funding obligation / additional funding | A party's obligation to provide funding beyond initial contributions | — |
| funding call / capital call | A request by the JV for additional funding from the partners | — |
| dilution | Reduction of a partner's percentage interest as a consequence of not participating in a funding round | — |
| anti-dilution provisions | Protections against dilution of a shareholder's percentage interest | — |
| default on funding obligation | Failure by a partner to meet a funding call | — |
| shareholder equity contribution | Equity contribution not forming part of nominal share capital | — |
| capital contribution to reserves | Contribution credited to capital reserves rather than share capital | — |
| intercompany current account | A running account for transactions between related entities | — |
| distribution of dividends | Payment of profits to shareholders | — |
| reserves | Retained earnings or other capital reserves | — |
| share capital | The nominal value of the company's issued shares | — |
| share premium | Amount paid above the nominal value of shares on issue | — |

## Shareholder Loan Terms

| Correct English term | Usage / meaning | Avoid |
|---|---|---|
| interest-bearing shareholder loan | A shareholder loan that accrues interest | — |
| interest-free shareholder loan | A shareholder loan with no interest | — |
| subordination | The ranking of the shareholder loan below other creditors | — |
| subordination deed / subordination agreement | Standalone agreement documenting the subordination of the shareholder loan to senior debt | — |
| conversion right | Right to convert a shareholder loan into equity | — |
| repayment of the shareholder loan | Return of the shareholder loan principal (and interest, if any) | — |
| repayment waterfall | Priority order for repayment of the shareholder loan relative to other obligations | — |

## Intellectual Property (JV)

| Correct English term | Usage / meaning | Avoid |
|---|---|---|
| background IP / background intellectual property | IP owned by a party before the JV and made available to it | — |
| foreground IP | IP created by or within the JV during its operation | — |
| licence-back | Right of a party to use foreground IP after the JV terminates | — |
| improvements | Modifications, enhancements or derivatives of background or foreground IP | — |

## Transfer Restrictions and Exit

| Correct English term | Usage / meaning | Avoid |
|---|---|---|
| right of first refusal / pre-emption right | Right to match any third-party offer before shares/interests are sold | — |
| right of first offer (ROFO) | Right to receive a first offer from the seller before any third-party process | — |
| tag-along right | Right of minority shareholders / JV partner to join a sale by the majority | — |
| drag-along right | Right of majority shareholders / JV partner to compel others to join a sale | — |
| lock-up provision / lock-up period | Restriction on share transfers for a specified period | — |
| call option | Right (not obligation) to buy shares/interests at a specified price | — |
| put option | Right (not obligation) to sell shares/interests at a specified price | — |
| non-compete clause | Restriction on competing with the target / JV business | — |
| non-solicitation clause | Restriction on soliciting employees or customers | — |
| exit provisions | Clauses governing how shareholders / partners may exit the investment (trade sale, IPO, winding up) | — |
| trade sale | Sale of the company (or all shares) to a third party | — |
| good leaver provision | Terms applicable when a shareholder leaves in approved circumstances | — |
| bad leaver provision | Terms applicable when a shareholder leaves in unapproved circumstances | — |
| withdrawal / exit | A party's departure from the JV | — |
| fair market value (FMV) | The price at which a willing buyer and willing seller would transact | — |
| expert valuation / appraisal | Valuation by an independent expert | — |
| independent expert | A neutral third party performing a valuation or determination | — |
| permitted transferee | A party (typically an affiliate) to whom shares may be freely transferred | — |
| change of control put right | Right to require the company / other shareholders to buy out a party on a change of control | — |

## Default and Remedies (JV)

| Correct English term | Usage / meaning | Avoid |
|---|---|---|
| defaulting party | A JV partner that has breached a material obligation | — |
| non-defaulting party | The other JV partner(s) | — |
| cure period / remedy period | Period in which the defaulting party may cure its breach | — |
| step-in right | Right of the non-defaulting party to assume the defaulting party's obligations | — |
| forfeiture of rights | Loss of governance, distribution or transfer rights as a consequence of default | — |

## Change of Control

| Correct English term | Usage / meaning | Avoid |
|---|---|---|
| change of control | See canonical definition in finance-banking.md. M&A context: commonly structured as a put right (see line 340 above) or a trigger for interim-period restrictions. | — |
| ultimate beneficial owner (UBO) | The natural person who ultimately owns or controls a party; regulatory concept under AMLD4/5/6 and EU AML Regulation 2024/1624. | — |
| force majeure | See canonical definition in general-legal.md. M&A context: commonly a ground for termination between signing and completion, and a long-stop-date trigger. | — |

## Corporate Restructuring

| Correct English term | Usage / meaning | Avoid |
|---|---|---|
| merger by absorption | Merger in which one company absorbs another (the absorbed company ceases to exist) | — |
| merger by formation of a new company | Merger in which two or more companies combine into a newly incorporated entity | — |
| demerger / split | Division of a company into two or more separate entities | — |
| partial demerger | Division in which only part of the assets/business is transferred to a new entity | — |
| total demerger | Division in which the entire company is split into new entities | — |
| carve-out | Separation of a business unit or division from its parent for sale or independent operation | — |
| hive-down | Transfer of assets or a business from one group company to a newly incorporated subsidiary (typically pre-sale structuring) | — |
| perimeter | The scope of assets, liabilities, contracts, and employees included in the transaction | "scope" (less precise in M&A) |
| spin-off | Distribution of shares in a subsidiary to existing shareholders, creating a separate listed entity | — |
| reverse merger | Merger in which a private company acquires a listed shell to obtain a listing | — |

## Parties and Roles

| Correct English term | Usage / meaning | Avoid |
|---|---|---|
| seller / vendor | The party selling the shares/assets | — |
| buyer / purchaser | The party acquiring the shares/assets | — |
| target company | The company whose shares/assets are being acquired | — |
| acquiring company | The company making the acquisition | — |
| warrantor | The party giving representations and warranties | — |
| indemnifying party | The party liable to pay indemnification | — |
| indemnified party | The party entitled to receive indemnification | — |
| shareholder | An owner of shares in a company | — |
| majority shareholder | A shareholder holding more than 50% of shares | — |
| minority shareholder | A shareholder holding less than 50% of shares | — |
| JV partner / JV party | A party to a joint venture agreement | — |
| affiliate | A party controlled by, controlling, or under common control with another party | — |
| group company | A company within the same corporate group | — |

## Transaction Deed Terms

| Correct English term | Usage / meaning | Avoid |
|---|---|---|
| transfer deed | The deed effecting the transfer | — |
| notarial deed of transfer | A transfer deed authenticated by a notary | — |
| share transfer | The transfer of shares from one holder to another | "share endorsement" |
| shareholders' register | The register recording ownership of shares | — |
| entry in the shareholders' register | The recording of a transfer in the register | — |
| registration of transfer of title | The formal recording of a title transfer in a public register | "name change" |
| approval clause / consent clause | Clause requiring board/shareholder approval for share transfers | — |
| stamp duty / transfer tax (on share transfer) | Tax payable on the transfer document — see `taxes.md` for jurisdiction-specific terminology | — |

## Powers of Attorney and Proxies

This section covers two related but distinct instruments:

- **Powers of Attorney (POAs)** — instruments by which one person (the **principal** / **donor** / **grantor**) confers authority on another (the **attorney** / **agent** / **attorney-in-fact** / **procurator**) to act on the principal's behalf in legal or commercial transactions.
- **Proxies** — instruments by which a shareholder authorises a third party to attend and vote at a shareholders' meeting on the shareholder's behalf.

In civil-law jurisdictions, the same source-language word frequently covers both concepts (e.g. Italian *procura*, Spanish *poder*, French *procuration*, German *Vollmacht*). Choose the English term according to the **function**: "power of attorney" for general agency / signing authority; "proxy" for meeting attendance and voting.

### Types of POA

| Correct English term | Usage / meaning | Avoid |
|---|---|---|
| power of attorney (POA) | An instrument granting authority to act on another's behalf | "letter of attorney" |
| general power of attorney | A POA covering all or most acts the principal could perform | "broad mandate" |
| special power of attorney | A POA limited to specific acts or transactions | "specific mandate" |
| limited power of attorney | A POA with defined scope, duration or value | — |
| notarial / public deed power of attorney | A POA executed before a notary as an authentic instrument | "public mandate" |
| private deed / private writing power of attorney | A POA executed under hand (without notarisation) | — |
| irrevocable power of attorney / power coupled with an interest | A POA that cannot be revoked because it secures the attorney's own interest | "non-revocable proxy" |
| durable / enduring power of attorney | A POA that survives the principal's incapacity (common-law concept) | — |
| springing power of attorney | A POA that becomes effective only on the occurrence of a specified event (e.g. incapacity) | — |
| banking power of attorney | A POA granting authority to operate bank accounts | "banking proxy" |
| trading power of attorney | A POA granting authority to give investment / trading instructions | — |
| litigation power of attorney / power of attorney ad litem | A POA authorising representation in legal proceedings | "judicial proxy" |
| substitution power | The attorney's right to delegate to a sub-attorney | "sub-mandate" |

### Scope, Authentication and Lifecycle of POAs

| Correct English term | Usage / meaning | Avoid |
|---|---|---|
| scope of authority | The acts the attorney may perform | — |
| express authority | Authority specifically conferred in the POA | — |
| implied authority | Authority arising by necessary implication from the express authority | — |
| ostensible / apparent authority | Authority that a third party reasonably believes the attorney has | — |
| ratification | Subsequent approval by the principal of acts done outside the attorney's authority | — |
| execution before a notary | Signing of the POA in the presence of a notary | — |
| authentication / certification of signature | Notarial verification that the signatory executed the document | "stamp authentication" |
| apostille | Certificate under the Hague Convention authenticating a public document for use abroad | — |
| legalisation | Diplomatic / consular authentication of a document for use abroad (where the apostille does not apply) | "consularisation" |
| certified translation / sworn translation | Translation accompanied by a translator's certification (sworn before a court or notary in many civil-law systems) | — |
| revocation of the power of attorney | Withdrawal of the POA by the principal | "cancellation of mandate" |
| notice of revocation | Formal notice that the POA has been revoked | — |
| renunciation by the attorney | The attorney's act of declining or relinquishing the authority | "resignation of mandate" |
| lapse / expiry | Automatic termination on a specified date or event | — |
| termination on death or incapacity | Automatic termination of an ordinary POA on death or incapacity of the principal | — |
| good-faith protection of third parties | Statutory protection of third parties dealing with an attorney unaware of revocation | — |

### Proxy (Meeting) Terms

| Correct English term | Usage / meaning | Avoid |
|---|---|---|
| proxy | A person authorised to attend and vote at a shareholders' meeting on behalf of another; also the instrument granting that authority | "delegate" (in this specific context) |
| proxy holder | The person holding and exercising the proxy | "proxy taker" |
| principal / appointer | The shareholder appointing the proxy | — |
| form of proxy / proxy form | The written instrument by which a proxy is appointed | — |
| general proxy | A proxy without specific voting instructions | — |
| directed proxy / instructed proxy | A proxy with specific voting instructions on each agenda item | — |
| open proxy / discretionary proxy | A proxy giving the proxy holder discretion on how to vote | — |
| solicitation of proxies | The process of seeking proxy appointments from shareholders (typical in listed-company context) | — |
| proxy statement | Disclosure document accompanying a proxy solicitation (US listed-company context) | — |
| proxy contest / proxy fight | A contest for control through competing proxy solicitations | — |
| voting by correspondence / postal vote | Voting by submitting a written ballot in advance of the meeting | "vote by letter" |
| electronic voting / e-voting | Voting via electronic means | — |
| validity of the proxy | The conditions under which the proxy is valid (form, signature, deadline for filing) | — |
| revocation of the proxy | The shareholder's withdrawal of the proxy appointment | — |
| split voting | Voting different portions of a holding in different ways via the proxy | — |
| nominee / custodian voting | Voting of shares held by a nominee or custodian on behalf of beneficial owners | — |

### Verbal Anchors for POAs and Proxies

- "by virtue of the power of attorney granted on [date]"
- "duly authorised under [a] [special / general] power of attorney"
- "acting in the name and on behalf of"
- "in the exercise of the powers conferred"
- "the present power of attorney is granted for an indefinite period / for [period]"
- "the present power of attorney shall remain in force until expressly revoked in writing"
- "the attorney is empowered, in the name and on behalf of the principal, to:"
- "the proxy holder is hereby authorised to attend and vote at the meeting on the shareholder's behalf"
- "the proxy is granted with / without right of substitution"

## Section Headings

| Correct English heading | Avoid |
|---|---|
| DEFINITIONS AND INTERPRETATION | — |
| SALE AND TRANSFER | — |
| PURPOSE AND SCOPE | "OBJECT AND SCOPE" |
| PURCHASE PRICE | — |
| CONTRIBUTIONS | — |
| COMPLETION ACCOUNTS / LOCKED BOX | — |
| CONDITIONS TO COMPLETION | "CONDITIONS TO CLOSING" (acceptable in US) |
| COMPLETION | "CLOSING" (acceptable in US) |
| INTERIM PERIOD / CONDUCT OF BUSINESS | — |
| REPRESENTATIONS AND WARRANTIES | "DECLARATIONS AND WARRANTIES" |
| SPECIFIC INDEMNITIES | — |
| INDEMNIFICATION | — |
| LIMITATIONS ON CLAIMS | — |
| TAX INDEMNITY / TAX COVENANT | — |
| GOVERNANCE | — |
| MANAGEMENT AND ADMINISTRATION | — |
| RESERVED MATTERS | — |
| DEADLOCK | — |
| INTELLECTUAL PROPERTY | — |
| FUNDING AND CAPITAL CALLS | — |
| TRANSFER RESTRICTIONS | — |
| TRANSFER OF INTERESTS | — |
| WITHDRAWAL AND DISSOLUTION | — |
| DEFAULT AND REMEDIES | — |
| TERM AND DURATION | — |
| RESTRICTIVE COVENANTS | "COMPETITION RESTRICTIONS" |
| NON-COMPETE | — |
| CONFIDENTIALITY | — |
| EXIT | — |
| DISPUTE RESOLUTION | — |
| MISCELLANEOUS / GENERAL PROVISIONS | — |
| MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS | — |
| RESOLUTION OF THE BOARD OF DIRECTORS | — |
| MINUTES OF THE ORDINARY/EXTRAORDINARY GENERAL MEETING | — |
| AGENDA | — |
| ATTENDANCE | — |
| DISCUSSION AND RESOLUTIONS | — |
| POWER OF ATTORNEY | "ATTORNEY MANDATE" |
| SPECIAL POWER OF ATTORNEY | — |
| GRANT OF POWERS | — |
| FORM OF PROXY | — |

## Notes

- **"Completion" vs "Closing"**: UK practice uses "completion"; US practice uses "closing".
  Default to UK for European transactions unless the document context indicates US style.

- **SPAs**: Defined terms typically include "Seller", "Buyer", "Target", "Shares",
  "Purchase Price", "Completion Date".

- **SHAs**: Key concepts: governance, reserved matters, transfer restrictions, exit mechanisms,
  deadlock, information rights, board composition.

- **JV vs SHA**: A JVA typically covers the creation of a new entity and commercial terms,
  while an SHA focuses on governance and shareholder rights. They may be combined or separate.

- **"Contributions"**: In JV context, this always means what each party brings into the venture
  (cash, assets, IP, know-how). Not to be confused with tax contributions or social security
  contributions.

- **Shareholder loans**: Often sit alongside an SHA or JVA. Key terms: subordination, interest
  accrual, repayment triggers, conversion rights.

- **Completion accounts vs locked box**: Two fundamentally different pricing mechanisms.
  Completion accounts involve a post-completion true-up; locked box fixes the price at a
  reference date and prohibits leakage. Identify which mechanism the source document uses
  and apply the correct terminology consistently.

- **Deposit mechanisms**: Some civil-law systems have specific deposit concepts (e.g.,
  deposits that serve as both contract confirmation and pre-agreed damages, or deposits
  that represent the price for a right of withdrawal). These have no direct English
  equivalent. Translate as "deposit" and add a translator's note explaining the specific
  legal mechanism if the audience needs it.

- **Demerger / split**: Civil-law jurisdictions often have statutory demerger procedures
  with specific legal effects (universal succession, creditor protection). Use "demerger"
  or "split" as the base translation, and add a translator's note where the statutory
  mechanism differs materially from common-law concepts.

- **Reserved matters**: These are decisions requiring unanimous consent or super-majority.
  They are the heart of JV / SHA governance and must be translated precisely. Common reserved
  matters include: changes to the business plan, capital increases, related-party transactions,
  changes to the articles of association, and appointment/removal of key management.

- **Deadlock**: The most critical governance risk in a JV. Deadlock provisions must be
  translated with extreme precision, as the mechanism determines which party ultimately
  controls the outcome. Always verify that the translation accurately reflects which party
  initiates, who chooses, and what the default outcome is if the mechanism is not exercised.

- **Casting vote**: Some JVAs/SHAs give the chairman a casting vote instead of (or in addition
  to) a deadlock mechanism. This fundamentally shifts the balance of power. Translate precisely
  and ensure the translation makes clear in what circumstances the casting vote applies.

- **"Board of Directors" vs "Board"**: Use full form at first mention, then "Board" for
  subsequent references.

- **"Resolves" not "decides"**: The standard English formulation for a corporate resolution
  is "the Board resolves" or "it is resolved that", not "the Board decides".

- **Board of statutory auditors**: This corporate body exists in many civil-law jurisdictions
  and has no direct common-law equivalent. Translate as "Board of Statutory Auditors". Add
  a brief explanatory note if the audience is unfamiliar with civil-law corporate governance.

- **"Statutory auditor" vs "external auditor/audit firm"**: The statutory auditor is an
  individual appointed under statute to supervise the company. The external auditor / audit
  firm is the firm conducting the financial audit. These are different roles and should not
  be conflated.

- **"Legal representative"**: In many civil-law jurisdictions, the "legal representative"
  is the person empowered by law or the articles to bind the company. In English corporate
  documents, "authorised signatory" or "authorised representative" may be more natural
  depending on context.

- **"Majority decision" vs "ordinary/special resolution"**: Use "majority decision" and
  "super-majority decision" as the default (jurisdiction-neutral). UK-specific terms like
  "ordinary resolution" (simple majority) and "special resolution" (75%) should only be used
  when the source jurisdiction has equivalent statutory concepts or the user requests UK
  Companies Act terminology.

- **Notarial minutes**: In many civil-law jurisdictions, certain corporate meetings
  (especially EGMs involving amendments to the articles) must be recorded by a notary. The
  notarial preamble has a distinctive structure; translate using standard English notarial
  formulae.

- **Power of attorney vs proxy — the core distinction**: A **power of attorney** confers
  authority to act in legal and commercial transactions generally (sign contracts, operate
  bank accounts, represent in court). A **proxy** is a narrower instrument that authorises
  voting at a shareholders' meeting. Civil-law systems frequently use a single word for both
  (e.g. *procura* in Italian, *poder* in Spanish, *Vollmacht* in German). Choose the English
  term according to function: "power of attorney" if the instrument grants signing or
  representation authority; "proxy" if it appoints a representative for a meeting. When in
  doubt, look at the operative verbs ("to attend and vote" → proxy; "to sign, execute and
  represent" → power of attorney).

- **Notarial vs private POA**: Civil-law jurisdictions distinguish sharply between notarial
  (public) POAs — required for transactions involving real estate, share transfers, formation
  of companies — and private POAs sufficient for ordinary commercial transactions. Reflect
  the distinction in the translation: "notarial power of attorney", "power of attorney
  executed by public deed", or "power of attorney granted by private writing".

- **Apostille and legalisation**: For cross-border use, POAs typically require apostille
  (between Hague Convention states) or full diplomatic legalisation (for non-Hague states).
  Use "apostille" only when the target country is a Hague signatory; use "legalisation" for
  diplomatic / consular authentication.

- **Irrevocable POA**: Civil-law systems generally permit irrevocable POAs only when granted
  in the common interest of the principal and the attorney (or a third party). Translate as
  "irrevocable power of attorney" or "power of attorney coupled with an interest" depending
  on the legal basis stated in the document.

- **Substitution**: Civil-law POAs frequently address whether the attorney may delegate
  ("with right of substitution" / "without right of substitution"). Translate this expressly;
  do not omit it. The default position varies by jurisdiction.
