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.
Savills wins university appointment
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).
Pre-emption right of shareholders to purchase shares for sale in private limited liability companies: the problematic legal remedies
ERISA contains a very broad pre-emption clause that supersedes almost any state law that "relates to" an employee benefit plan.
State-Based Plans
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."); Cippolone v.
Judicially modified democracy: court and state pre-emption of local GMO regulation in Hawaii and beyond
the state tort action conflicts with the federal regulation." (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." (108) As a result, the Court turned its attention once again to Geier's third subsidiary question.
Preemption as inverse negligence per se
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.
Supreme sleepers: a look inside the Supreme Court's business docket
While Broad in its Reach and Scope, ERISA's Pre-emption Clause Is
The state of ERISA after 35 years: complex, yet arguably simplistic, which federal statute may be unraveled with a touch of supreme common sense
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'.
Riegel v Medtronic, Inc
Medtronic Inc., 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.
Proposed legislation targets device makers, liability issues
Altadis declined to comment and did not confirm that such a pre-emption clause on the cigar business Corporacion Habanos existed.
Cigar feud?
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.
Clarke wins fight for Sedgefield; Northern Racing's court success in takeover battle
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.
NEW YORK JOINS RANKS OF COURTS HOLDING ERISA NOT A BAR TO MEDICAL MALPRACTICE SUITS AGAINST PHYSICIAN IN HMO THAT IS PART OF EMPLOYER-PROVIDED HEALTH BENEFITS

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