【正文】 amalgamations, either by transfer of two or more undertakings to a new pany, or to the transfer of one or more panies to an existing pany. Thus, the two concepts are, substantially, the same. However, the term amalgamation is more mon when the organizations being merged are private schools or regiments.Nonexecutive directorA nonexecutive director (NED, also NXD) or outside director is a member of the board of directors of a pany who does not form part of the executive management team. He or she is not an employee of the pany or affiliated with it in any other way. They are differentiated from inside directors, who are members of the board also serving as executive managers of the pany (most often as corporate officers).Business judgment ruleThe business judgment rule is an American case lawderived concept in Corporations law whereby the directors of a corporation . . . are clothed with [the] presumption, which the law accords to them, of being [motivated] in their conduct by a bona fide regard for the interests of the corporation whose affairs the stockholders have mitted to their charge[1] and whereby a court will refuse to review the actions of a corporation39。s board of directors in managing the corporation unless there is some allegation of conduct that the directors violated their duty of care to manage the corporation to the best of their ability. The burden is on the party challenging the decision to establish facts rebutting the presumption.[2]Derivative suitA shareholder derivative suit is a lawsuit brought by a shareholder on behalf of a corporation against a third party. Often, the third party is an insider of the corporation, such as an executive officer or director. Shareholder derivative suits are unique because under traditional corporate law, management is responsible for bringing and defending the corporation against suit. Shareholder derivative suits permit a shareholder to initiate a suit when management has failed to do so. Because derivative suits vary the traditional roles of management and shareholders, many jurisdictions have implemented various procedural requirements to derivative suits.Mergers and acquisitionsThe phrase mergers and acquisitions (abbreviated Mamp。A) refers to the aspect of corporate strategy, corporate finance and management dealing with the buying, selling and bining of different panies that can aid, finance, or help a growing pany in a given industry grow rapidly without having to create another business entity.ContractA contract is an exchange of promises between two or more parties to do, or refrain from doing, an act which is enforceable in a court of law. It is a binding legal agreement. [1] That is to say, a contract is an exchange of promises for the breach of which the law will provide a remedy.Agreement is said to be reached when an offer capable of immediate acceptance is met with a mirror image acceptance (ie, an unqualified acceptance). The parties must have the necessary capacity to contract and the contract must not be either trifling, indeterminate, impossible or illegal. Contract law is based on the principle expressed in the Latin phrase pacta sunt servanda (usually translated pacts must be kept, but more literally agreements are to be kept).[2] Breach of contract is recognized by the law and remedies can be provided. Sometimes written contracts are required, such as when buying a house.[3] However, most contracts can be and are made orally, such as purchasing a book or a sandwich. Contract law can be classified, as is habitual in civil law systems, as part of a general law of obligations (along with tort, unjust enrichment or restitution).ConsiderationConsideration is a concept of legal value in contract law. It is a promised action, or omission of action, that the promisee did not already have a preexisting duty to abide by. It can take the form of money, physical objects, services, or a forbearance of action. Both parties to a contract must pass consideration to the other party for there to be a valid contract.However, even if a court decides there is no contract, there might be a possible recovery under Quantum meruit (sometimes referred to as a Quasicontract) or promissory estoppel.Proprietary estoppelThe traditional version of proprietary estoppel arises in relation to rights to use the land of the owner, and may even be effective in connection with disputed transfers of ownership. So if: one party represents that he or she is transferring an interest in land to another, but what is done has no legal effect, or merely promises at some time in the future to transfer land or an interest in land to another, and knows that the other party will spend money or otherwise act to his or her detriment in reliance on the supposed or promised transfer, an estoppel may arise. Thus, in Dillwyn v Llwellyn (1862) 4 De .amp。 J. 517 . a father promised a house to his son who took possession and spent a large sum of money improving the property. The father never actually transferred the house to the son. When his father died, the son claimed to be the equitable owner and the court ordered the testamentary trustees to convey the land to him. In Wilmott v Barber (1880) 15 Ch D 96, Fry J considered that five elements had to be established before proprietary estoppel could operate: the plaintiff must have made a mistake as to his legal rights。 the plaintiff must have done some act of reliance。 the defendant, the possessor of a legal right, must know of the existence of his own right which is inconsistent with the right claimed by the plaintiff。 the defendant must know of the plaintiff39。s mistaken belief。 and the defendant must have encouraged the plaintiff in his act of reliance. Although proprietary estoppel was only traditionally available in disputes affecting title to real property, it has now gained limited acceptance in other areas of law. Propriet