Legal Terms: S

A tax election under Subchapter S of the Internal Revenue Code allowing eligible corporations to be taxed as pass-through entities, avoiding double taxation.

An election under Subchapter S filed on Form 2553 allowing an eligible corporation or LLC to be taxed as a pass-through entity, avoiding entity-level corporate income tax.

Statutory requirements for S-Corp status, including no more than 100 shareholders, only allowable shareholders (individuals, certain trusts, estates), one class of stock, and a domestic entity.

A federal law protecting public drinking water supplies by establishing standards for drinking water quality and regulating underground injection of contaminants.

A statutory protection limiting liability when prescribed conditions are met, such as the DMCA's safe harbor shielding online service providers from secondary copyright liability for user-posted content.

A statutory mechanism (18 U.S.C. 3553(f)) allowing certain nonviolent drug offenders to be sentenced below the mandatory minimum upon meeting eligibility criteria.

A consumption tax imposed by state and local governments on the sale of goods and certain services, collected by the seller at the point of sale.

The $10,000 ($5,000 MFS) limit on the itemized deduction for state and local taxes (income, sales, and property combined) imposed by the Tax Cuts and Jobs Act through 2025.

A penalty or punitive measure imposed by a court for violations of rules, orders, or standards of conduct.

A 2002 federal law establishing enhanced financial disclosure requirements and corporate governance standards for public companies in response to accounting scandals.

The mental element of fraud requiring knowledge of falsity or reckless disregard for the truth of the representation.

The boundaries of a consent search, determined by what a reasonable officer would understand the consenting party to have authorized.

An indictment kept secret by court order, typically until the defendant is arrested, to prevent flight or destruction of evidence.

The examination of a person's property by law enforcement and the taking of evidence. The Fourth Amendment protects against unreasonable searches and seizures.

A warrantless search of an arrestee and the area within their immediate control, permitted to discover weapons or preserve evidence.

A court order authorizing law enforcement to search a specific location for specific evidence of a crime, based on probable cause.

A judicial order, supported by probable cause and particularity, authorizing law enforcement to search a specified place for specified items.

The principal antifraud provision under the Securities Exchange Act of 1934, prohibiting any act of fraud or deceit in connection with the purchase or sale of securities.

The constitutional amendment protecting the right of individuals to keep and bear arms.

Evidence such as copies or oral testimony offered to prove the contents of a document, admissible only when the original is unavailable for proper reasons.

Acquired distinctiveness in the minds of the consuming public associating a descriptive mark with a particular source, required for protection of non-inherently-distinctive marks.

Money or non-like-kind property received in a Section 1031 exchange that triggers recognition of gain to the extent of the boot received.

A tax-deferred exchange of real property held for productive use in a trade or business or for investment for other like-kind real property, deferring recognition of gain under IRC Section 1031.

The Internal Revenue Code provision permitting exclusion of gain on the sale of qualified small business stock (QSBS) held more than five years, subject to a per-issuer cap.

Stock of a small domestic corporation that allows individual shareholders to treat losses on sale or worthlessness as ordinary (rather than capital) losses up to $50,000 ($100,000 joint).

The Internal Revenue Code provision recapturing all prior depreciation as ordinary income on disposition of depreciable personal property and certain other tangible assets.

The Internal Revenue Code provision recapturing depreciation as ordinary income on disposition of depreciable real property, with unrecaptured Section 1250 gain taxed at a maximum 25% rate.

An IRS provision allowing businesses to deduct the full purchase price of qualifying equipment and software in the year of purchase, rather than depreciating it over time.

An election under IRC Section 179 to immediately deduct (rather than depreciate) the cost of qualifying tangible business property up to annual dollar limits, with phaseout based on total purchases.

The Internal Revenue Code provision providing the qualified business income deduction of up to 20% for owners of pass-through entities, enacted by the Tax Cuts and Jobs Act of 2017.

A creditor whose claim is secured by a lien on or security interest in the debtor's property, giving the creditor priority over unsecured creditors.

A debt backed by collateral (property) that the creditor can seize if the debtor defaults.

The Securities Act of 1933, which requires registration of securities offerings and mandates disclosure of material information to investors.

Any deceptive practice in connection with the sale or purchase of securities, including misrepresentation, market manipulation, and insider trading.

Administrative, physical, and technical measures required under the HIPAA Security Rule to protect the confidentiality, integrity, and availability of electronic protected health information.

Categories of evidence, such as certified public records and trade inscriptions, that require no extrinsic authentication to be admitted.

The federal policy promoting tribal control over programs and services previously administered by the Bureau of Indian Affairs, established by the Indian Self-Determination and Education Assistance Act.

A tax consisting of Social Security and Medicare taxes paid by individuals who work for themselves, equivalent to both the employer and employee portions.

The act of providing testimony or evidence that exposes oneself to criminal prosecution. The Fifth Amendment protects against compelled self-incrimination.

A sworn statement by the testator and witnesses, executed before a notary at the time the will is signed, that allows the will to be admitted to probate without live testimony from the witnesses.

The punishment imposed by a court on a person convicted of a crime, which may include imprisonment, fines, probation, or community service.

A structured framework prescribing sentencing ranges based on offense severity and criminal history, advisory in federal court after Booker.

Assets owned by a spouse before marriage, or acquired during marriage by gift or inheritance, which generally remain that spouse's individual property and are not divided at divorce.

A statutorily required interval during which the spouses must live apart before a divorce may be granted, ranging from a few months to multiple years depending on jurisdiction and grounds.

An order isolating jurors from outside contact during a trial or deliberations, used in high-profile cases to prevent prejudicial influence.

An order excluding witnesses from the courtroom so they cannot hear other testimony, preserving the independence of their accounts.

The isolation of a jury from outside contact during deliberation, or the court-ordered seizure of property to preserve it during litigation.

Service effected by publishing notice in a newspaper of general circulation, typically permitted only when the defendant's location is unknown despite diligent inquiry.

A mark used in commerce to identify and distinguish the source of services rather than goods, protected on the same basis as trademarks under the Lanham Act.

The formal delivery of legal documents (summons, complaint) to a defendant or party, notifying them of legal proceedings and establishing the court's jurisdiction.

The formal delivery of legal documents to provide a defendant with notice of the action and an opportunity to be heard, governed by Rule 4 in federal court.

A federal law providing legal protections to active-duty military members, including reduced interest rates, stay of proceedings, and protection from default judgments.

A zoning regulation specifying the minimum distance a building must be from a property line, street, or other structure.

A defendant's right to reduce the plaintiff's claim by an amount the plaintiff owes the defendant, arising from a different transaction.

An agreement between parties to resolve a dispute without a full trial, often involving the payment of money in exchange for dismissal of claims.

A class certified solely for purposes of approving a settlement, requiring the court to scrutinize cohesion and adequacy under Amchem v. Windsor.

The constitutional amendment preserving the right to a jury trial in civil cases where the amount in controversy exceeds twenty dollars.

A contract between an employer and a departing employee providing compensation or benefits in exchange for a release of legal claims against the employer.

Unwelcome sexual advances, requests for sexual favors, or other verbal or physical conduct of a sexual nature that affects employment or creates a hostile work environment.

An owner of shares (stock) in a corporation, entitled to dividends and voting rights proportional to their ownership stake.

The formal name for a poison pill, a board-adopted plan that triggers issuance of rights to existing shareholders when an acquirer crosses an ownership threshold.

The requirement that a derivative plaintiff have owned stock at the time of the challenged conduct and continue to own it throughout the litigation.

The sale of a security that the seller does not own, borrowed from a broker, with the expectation that the price will decline so it can be repurchased at a lower price.

Profit from the sale of an asset held for one year or less, taxed as ordinary income at the taxpayer's marginal rate.

Gain on the sale of a capital asset held for one year or less, taxed at ordinary income rates rather than the preferential capital gains rates.

Other-acts evidence so distinctive in pattern and method that it functions as a signature identifying the defendant, admissible to prove identity.

An umbrella term for any expedited probate process, often statutorily limited by estate value or family-only beneficiaries, which reduces cost and delay.

A uniform statute providing that when two people die under circumstances making it impossible to determine the order of death, each is treated as having predeceased the other for purposes of inheritance.

Latin for 'without which not.' An essential condition or element without which something cannot exist or occur.

An LLC with only one owner, treated by default as a disregarded entity for federal tax purposes (taxed on the owner's return) unless an election is made to be taxed as a corporation.

The constitutional amendment guaranteeing criminal defendants the right to a speedy and public trial, an impartial jury, notice of charges, confrontation of witnesses, and counsel.

A form of defamation involving false spoken statements that harm a person's reputation. Distinguished from libel, which involves written statements.

A legal principle preventing a person who intentionally kills another from inheriting from or benefiting from the victim's estate.

An equitable and statutory rule barring a person who feloniously and intentionally kills the decedent from inheriting from the victim's estate or receiving life-insurance proceeds.

A Chapter 11 debtor with total noncontingent debts not exceeding a statutory threshold, subject to streamlined procedures and shorter deadlines.

A court with simplified procedures and low filing fees that handles minor civil disputes, typically involving amounts below $5,000-$10,000.

A sworn statement permitted by state law that allows successors to collect property of a decedent without formal probate when estate value falls below a statutory threshold.

A warrant authorizing covert entry to observe and document evidence without seizure, with notice to the target delayed for a period set by the court.

An award giving one parent exclusive authority to make major decisions for the child concerning education, healthcare, and religious upbringing, without the obligation to consult the other parent.

An arrangement where the child resides primarily with one parent, while the other parent may receive parenting time or visitation according to a schedule.

A business owned and operated by a single individual, with no legal separation between the owner and the business.

The offense of inviting, requesting, or commanding another to commit a crime, complete upon the communication with the requisite intent.

A traditional phrasing of testamentary capacity, indicating that the testator possessed the requisite understanding at the time of executing the will.

The supreme authority within a territory; in the U.S., sovereignty resides in the people and is exercised through federal and state governments.

The legal doctrine that the government cannot be sued without its consent, derived from the principle that the sovereign is immune from legal action.

An intermediate level of military court with jurisdiction over most UCMJ offenses, authorized to impose limited punishments including confinement and discharge.

A board-appointed committee of independent directors that investigates derivative claims and may move to dismiss them on behalf of the corporation.

An exception allowing warrantless searches when special governmental needs beyond ordinary law enforcement make the warrant or probable-cause requirement impracticable.

A gift in a will of a particular identified item of personal property, such as a named piece of jewelry or a specific bank account.

A heightened mental state requiring the defendant to act with a particular purpose or goal beyond the act itself, such as intent to permanently deprive in larceny.

Case-linked personal jurisdiction over a defendant for claims arising out of or related to its contacts with the forum state.

An equitable remedy requiring a party to fulfill their contractual obligations, typically ordered when monetary damages are inadequate (e.g., unique property sales).

An equitable remedy compelling actual performance of a contractual duty, available when damages are inadequate, such as for unique goods or real estate.

The written description portion of a patent application that describes the invention in sufficient detail to enable a person skilled in the art to make and use it.

A federal statute (18 U.S.C. 3161) imposing specific time limits on federal criminal prosecutions, generally requiring trial within 70 days of indictment.

The Sixth Amendment guarantee that criminal defendants be tried without unreasonable delay, evaluated through balancing factors.

Regulations requiring facilities storing significant quantities of oil to prepare and implement plans to prevent oil spills into navigable waters.

The destruction, alteration, or failure to preserve evidence relevant to pending or reasonably foreseeable litigation, potentially warranting sanctions.

Penalties for the destruction or failure to preserve evidence, which may include adverse inference instructions, evidentiary preclusion, or terminating sanctions.

Financial payments made by one spouse to the other during or after a divorce to maintain their standard of living. Also called alimony or maintenance.

Court-ordered payments from one spouse to the other after separation or divorce, also called alimony or maintenance, designed to address economic disparity arising from the marriage.

The senior legal adviser to a military commander, responsible for providing legal counsel on all matters affecting the command.

A board structure in which directors are divided into classes (typically three) with only one class elected each year, making proxy contests slower and serving as a takeover defense.

A person or entity with an interest in or affected by a course of action, transaction, or legal proceeding.

A fixed dollar amount that reduces taxable income for taxpayers who do not itemize deductions, with the amount varying by filing status.

A flat dollar amount that taxpayers may deduct from AGI in lieu of itemizing, varying by filing status and adjusted annually for inflation under IRC Section 63.

The degree of care and skill that a reasonably competent healthcare provider in the same specialty would exercise under similar circumstances.

The legal requirement that a party bringing a lawsuit must have a sufficient connection to and harm from the issue, demonstrating a personal stake in the outcome.

Latin for 'to stand by things decided.' The legal principle obligating courts to follow precedent established by prior decisions on similar issues.

A federal statute prohibiting physicians from referring patients for designated health services to entities with which the physician has a financial relationship, unless an exception applies.

A plan developed by each state to implement the requirements of the Clean Air Act for attaining and maintaining the National Ambient Air Quality Standards.

A hearsay exception under FRE 804(b)(3) for statements so contrary to the declarant's interest that a reasonable person would only make them if true.

A document filed by the debtor in bankruptcy disclosing recent financial transactions, lawsuits, and other matters relevant to the case.

The filing made after an intent-to-use application showing actual use of the mark in commerce, required (with specimens) before the mark can register.

A law enacted by a legislative body (Congress, state legislature, or local council).

A legal principle requiring certain types of contracts to be in writing to be enforceable, including contracts for the sale of land and agreements lasting more than one year.

The requirement, derived from a 1677 English statute and adopted in some form everywhere, that certain contracts be evidenced by a signed writing to be enforceable.

A law prescribing the maximum time period within which a legal action must be filed. The period varies by type of claim and jurisdiction.

The time period during which the IRS can assess additional taxes or a taxpayer can claim a refund, generally three years from the filing date.

Damages of $750 to $30,000 per work (up to $150,000 for willful infringement) available under the Copyright Act in lieu of actual damages, requiring timely registration as a prerequisite.

A merger effected under state corporate law in which one corporation legally combines with another by filing a certificate of merger, automatically transferring assets and liabilities.

Another name for the elective share, representing the minimum portion of a deceased spouse's estate that a surviving spouse may claim by statute.

A court order suspending or halting legal proceedings or the enforcement of a judgment. In bankruptcy, the automatic stay stops creditor collection actions.

A 24-month extension of OPT available to F-1 graduates of qualifying science, technology, engineering, or mathematics programs employed by E-Verify employers under a formal training plan.

A transaction in which a buyer purchases the stock of a target corporation, acquiring the entity with all its assets and liabilities by operation of law.

A contractual right granted by a company to buy or sell its stock at a predetermined price within a specified period.

A contractual right to purchase stock at a fixed exercise price during a defined period, typically granted to employees as compensation and subject to vesting.

A permit required under the Clean Water Act for discharges of stormwater from construction sites, industrial facilities, and municipal separate storm sewer systems.

A theory under which placing goods into the flow of commerce with awareness they may reach the forum may support jurisdiction, debated since Asahi and J. McIntyre.

The two-prong standard from Strickland v. Washington for ineffective assistance: deficient performance and resulting prejudice affecting the outcome.

Legal responsibility for damages or injury without proof of negligence or intent. Applied in product liability cases and abnormally dangerous activities.

An offense for which conviction requires no proof of mens rea, only that the defendant committed the prohibited act. Common examples include statutory rape and certain regulatory offenses.

The fixed price at which an option holder may purchase the underlying stock upon exercise, generally set at fair market value on the grant date to avoid 409A issues.

The portion of the Internal Revenue Code (Sections 301-385) governing the taxation of corporations and their shareholders, including entity-level tax and dividend treatment.

The portion of the Internal Revenue Code (Sections 701-777) governing the taxation of partnerships and LLCs taxed as partnerships, providing for pass-through taxation and complex allocation rules.

A streamlined reorganization process under Chapter 11 for small business debtors, introduced by the Small Business Reorganization Act of 2019.

An agreement placing one creditor's claim or lien behind another's in priority.

A court order requiring a person to appear as a witness or produce documents. A subpoena duces tecum specifically requires the production of documents.

The substitution of one party for another regarding a legal claim or right, allowing the substituting party to pursue the claim.

A company controlled (typically owned more than 50%) by another company, the parent, often used to isolate liabilities or operate in specific jurisdictions.

Cooperation with prosecutors providing material help in investigating or prosecuting others, potentially warranting a downward departure under 5K1.1.

The deferential standard of review for agency factual findings, requiring such relevant evidence as a reasonable mind might accept as adequate to support a conclusion.

The constitutional doctrine protecting fundamental rights from government interference, regardless of the procedures used.

Law that defines rights, duties, and obligations, as distinguished from procedural law, which governs the process of enforcing those rights.

Unfairness in the terms themselves, such as harsh, oppressive, or one-sided provisions that no reasonable person would agree to.

Service made on a person other than the defendant personally, such as a co-resident of suitable age at the defendant's dwelling under Rule 4(e)(2)(B).

A person or entity that takes over the rights, obligations, or property of another, such as a corporate successor or heir.

A mark that suggests rather than describes a quality of the goods, requiring some imagination to make the connection, and is inherently distinctive and protectable without secondary meaning.

A FINRA rule requiring broker-dealers to have a reasonable basis for believing that a recommended transaction or investment strategy is suitable for the customer.

A streamlined probate procedure for small estates or estates with simple structures, requiring less judicial supervision and often available without formal letters.

The lowest level of military court, consisting of one commissioned officer, with jurisdiction over minor offenses and limited sentencing authority.

An expedited divorce procedure available in some states for short marriages with minimal assets, no children, and a written agreement, typically requiring less paperwork and no hearing.

A court decision made without a full trial when the judge determines there is no genuine dispute of material fact and one party is entitled to judgment as a matter of law.

The Celotex/Anderson/Matsushita trilogy framework requiring the movant to show no genuine dispute exists, viewing evidence in the light most favorable to the nonmovant.

A notice served on a defendant informing them that a lawsuit has been filed and requiring them to appear in court or respond within a specified time.

The federal program established by CERCLA to identify, investigate, and clean up hazardous waste sites across the United States.

The Rule 23(b)(3) requirement that a class action be superior to other available methods for fairly and efficiently adjudicating the controversy.

A charter or bylaw provision requiring more than a simple majority (often two-thirds or 80%) for specified actions such as mergers, charter amendments, or director removal.

An appeal accompanied by a supersedeas bond that suspends enforcement of the judgment below until the appellate court rules.

A bond posted by the appellant to stay (delay) the execution of a judgment during the appeal process.

A bond posted by the losing party to stay execution of a money judgment pending appeal, typically equal to the judgment plus interest and costs.

A subsequent indictment that replaces an earlier one, often to add charges, defendants, or correct deficiencies in the original.

A period of post-imprisonment supervision in the federal system, distinct from parole and imposed as part of the original sentence.

Parenting time that must occur in the presence of a designated third party or at a supervised visitation center, typically ordered when there are safety concerns such as abuse, substance use, or abduction risk.

Federal jurisdiction under 28 USC 1367 over additional claims that form part of the same case or controversy as a claim within the court's original jurisdiction.

A secondary trademark register at the USPTO for marks that are not inherently distinctive but may acquire distinctiveness through use over time.

A USPTO register for marks that are not yet distinctive enough for the Principal Register but are capable of becoming so, providing limited benefits such as use of the registration symbol.

A pretrial proceeding to determine whether evidence challenged under the exclusionary rule will be admitted at trial.

Article VI of the Constitution establishing that federal law is the supreme law of the land and takes precedence over conflicting state laws.

The highest court in the United States (and in most state judicial systems), serving as the final arbiter of constitutional and federal legal questions.

A person or entity that assumes responsibility for the debt, obligation, or performance of another party. A surety bond guarantees performance.

A professional measurement and mapping of a parcel of real property to determine its boundaries, area, and features.

A statutory entitlement allowing the surviving spouse to take certain household goods, vehicles, or a specified value of personal property free of creditor claims and ahead of other beneficiaries.

When a judge agrees with an objection during trial, preventing the challenged evidence or question from being presented.