pre-emption clause

pre-emption clause

a clause usually found in the articles of private companies designed to restrict the opportunities of shares being sold outside a prescribed group of people. Essentially, the clause provides that no shares are to be transferred to any person who is not a member of the company, provided that an existing member is prepared to purchase them at a fair price to be determined in accordance with the articles. It may also be found in conveyancing permitting someone - perhaps the buyer's seller - having the right to make an offer to purchase before the house may be sold in the open market.
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A pre-emption clause dating from 1878 gave the university first refusal on the site.
In legal doctrine, the following several systems for the limitation of the transfer of a company's shares are usually mentioned: the so-called consent clause and the so-called proposal clause or pre-emption clause (Maitland-Walker 2008).
ERISA contains a very broad pre-emption clause that supersedes almost any state law that "relates to" an employee benefit plan.
70, 77 (2008) ("When the text of a pre-emption clause is susceptible of more than one plausible reading, courts ordinarily accept the reading that disfavors pre-emption.
107) In Williamson, the Court again looked to those three questions and noted that "[i]n light of Geier, the statute's express pre-emption clause cannot pre-empt the common-law tort action; but neither can the statute's saving clause foreclose or limit the operation of ordinary conflict pre-emption principles.
Although the Federal Meat Inspection Act has an express pre-emption clause, here the 9th Circuit interpreted the provision narrowly and applied the presumption against pre-emption.
The majority opinion, however, contains no indication that the express pre-emption clause is without force in a case where the 'defect comes to light only after premarket approval'.
in which the high court held that the pre-emption clause in the Medical Device Amendments of 1976 bars common law claims challenging the safety and effectiveness of a medical device that has received premarket approval by the FDA.
Altadis declined to comment and did not confirm that such a pre-emption clause on the cigar business Corporacion Habanos existed.
Mrs Scotto had relied on a pre-emption clause in the company's articles of association in her attempt to thwart Northern Racing, but Lord Justice Nourse, Lord Justice Chadwick and Lady Justice Hale upheld the ruling by Lord Hoffman in the High Court in January that other shareholders, who had signed sale agreements with Northern Racing, were not obliged to notify Sedgefield's directors of the deal under the pre-emption clause.
Consequently, even if ERISA's pre-emption clause operated to prevent state law-based suits directly against the an ERISA plan, the preemption clause did not apply to bar suits against agents of the plan, particularly when the doctor/agent was being sued for medical malpractice rather than for implementation of the plan.