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An LLC by Any Other Name Is Still Not a Corporation
No full textBusiness entities have their own unique characteristics. Entrepreneurs and lawyers who represent them select an entity structure based on the business’s current and projected needs. The different needs of each business span myriad topics such as capital requirements, taxation, employee benefits, and personal liability protection. These choices present advantages and disadvantages, many of which are built into the type of entity chosen. It is critically important that people, especially lawyers, recognize the difference between entities such as corporations and limited liability companies (LLCs). It is an egregious, nearly unforgivable, error to call an LLC a “limited liability corporation.” This is not only because lawyers should try to get things right but also because conflating the two entity types can lead to unpredictable outcomes. Perhaps more important, it could lead to incorrect and unjust results. A prime example lies within the veil piercing context. There are nearly nine thousand references to the phrase “limited liability corporation” in court cases. Practicing attorneys are not the only people messing this up. Judges, legislators, federal and state agency officials, and media pundits are also getting it wrong. Most recently, Justice Samuel Alito scribed an op-ed that was published in The Wall Street Journal where he misused the term. Even the TV show Jeopardy! allowed “What is a limited liability corporation?” as the correct answer during one episode. Enter artificial intelligence (AI). AI relies on information it can find, and therefore text generators, like ChatGPT, replicate the incorrect term. With a proliferation of users and programs using ChatGPT and other AI resources, the use of incorrect terminology will balloon and exacerbate the problem. Perhaps one day, AI can be used to correct this problem, but that cannot happen until there is widespread understanding of the distinct nature of LLCs and a commitment to using precise language. This Article informs of the looming harms of misidentifying and conflating LLCs with corporations. Additionally, it presents a warning together with ideas on how to correct the use of incorrect terminology in all contexts surrounding LLCs
Exceedingly Unpersuasive” - Discrimination, Transgender Students, and School Bathrooms
No full textThis Article is organized chronologically, in an effort to more effectively reflect the nearly identical fact patterns, timelines, and intersecting opinions of these cases. Part I provides the factual background of both cases. Part II summarizes the substantial preliminary litigation in Grimm; Part III examines the district court ruling in Adams; Part IV analyzes the summary judgment ruling in Grimm. Part V covers Adams’ first appellate ruling; Part VI discusses the Fourth Circuit’s ruling in Grimm three weeks later, and Part VII considers the aftermath of that decision. Parts VIII and IX explore the second panel ruling in Adams and the majority and dissenting en banc opinions, respectively. Part X considers the significant lessons from all these opinions and analyzes the relative strengths and weaknesses of the arguments for expanding or restricting the LGBTQ rights
Unraveling a Ball of Confusion: Layers of Criminal Intent, Facebook, Rap, and Uncertainty in Elonis v. United States, 135 S. Ct. 2001 (2015)
No full text“So, round and around and around we go. Where the world\u27s heading nobody knows...Just a ball of confusion.
Elonis v. United States was a much-awaited case needed to clarify many questions within its realm. Part of the case\u27s allure was its facts: threats, rap, and Facebook. While the alluring circumstances were well-presented, the potential for clarification was not realized. As the quotes from the various opinions above suggest, a song from the oldies had hinted at this ruling correctly when its lyrics said it\u27s just a ball of confusion. This Note seeks to unravel this ball of confusion to give, as one Justice urged, some certainty and direction for future courts and ordinary Facebook users
Protecting Sincerely Held Religious Beliefs : Lessons From Mississippi HB 1523
No full textThe United States Supreme Court\u27s revolutionary ruling in Obergefell v. Hodges, which guaranteed marriage equality for homosexual couples in every state, gave life to a new challenge in the area of free exercise of religion: to what extent should persons with religious objections to same-sex marriages be forced to participate in them? Should a Christian baker be legally required to bake a wedding cake for a homosexual marriage to which he or she objects? Must a county clerk with religious objections to homosexual marriage sign a marriage license for a same-sex couple?
In an attempt to pre-empt these types of issues, Mississippi\u27s legislature passed House Bill 1523 which protects three sincerely held religious beliefs. The bill extends protections to those who hold the belief that: (a) Marriage is or should be recognized as the union of one man and one woman; (b) Sexual relations are properly reserved to such a marriage; and (c) Male (man) or female (woman) refer to an individual\u27s immutable biological sex as objectively determined by anatomy and genetics at time of birth
Labor Pains: The Inadequacies of Current Federal Pregnancy Laws and the Alternative Routes to Accommodation
No full textAlthough many women are able to work through their pregnancies without employer accommodations, some pregnant workers who require accommodations are forced out of their jobs unnecessarily when minor adjustments would enable them to keep working. In 2003, a hardware assembler in Ohio was terminated after her doctor limited her weight-lifting to twenty pounds and ordered that she work no more than eight hours at a time. In 2009, a retail worker in Kansas was fired because she needed to keep a water bottle with her in order to stay hydrated and prevent bladder infections. In 2011, an activity director at a nursing home in Indiana was terminated because she required light-duty accommodations, in order to avoid having a miscarriage.
Recently, legal commentators have advanced three approaches in an attempt to secure affirmative rights to workplace accommodations for pregnant women. The first argument highlights that the Pregnancy Discrimination Act of 1978 (PDA), an amendment to Title VII of the Civil Rights Act of 1964, should provide pregnant workers to any accommodations offered to other employees who are similar in their ability to work. The second argument propounded is that pregnancy should be included in the scope of the Americans with Disabilities Act of 1990 (ADA) and that pregnancy should be accommodated as a disability. The third argument is that pregnant workers need a separate statute that entitles them to workplace accommodations
Bristol-Myers Squibb Co. V. Superior Court of California, San Francisco County: An Exploration of the Arises Out Of Prong in Personal Jurisdiction
No full textThe concept of personal jurisdiction in its modern context has existed since the early 1900s. In time, courts have vetted the idea that an individual, company, or legal entity may be brought under the jurisdiction of a state or federal court by reason of its particular contacts with the jurisdiction. In its creation, the Supreme Court of the United States added the requirement that the contact must arise out of or relate to the forum state. But dismally, the Court has provided very little on how to apply and operate the arise out of prong. As a result, both federal and state courts struggle to practically apply this doctrine and in turn, a variety of confusing and conflicting tests have been created.
In attempting to clarify the meaning of the arises out of prong, the United States Supreme Court recently considered the jurisdictional dilemma of Bristol-Myers Squibb ( BMS ), a large company that was nearly brought under the purview of a California state court. Unfortunately, in Bristol-Myers Squibb Co. v. Superior Court of California, San Francisco County, the Supreme Court has failed to rectify the confusion.
This Note examines the law surrounding BMS\u27s victory
A Path Toward Race-Conscious Standards for Youth: Translating Adultification Bias Theory into Doctrinal Interventions in Criminal Court
No full textThis article demonstrates how advocates can leverage empirical literature regarding adultification bias to craft doctrinal interventions that recognize and remedy the disproportionately harsh treatment of Black youth in the juvenile and adult criminal legal system. Through case examples, all of which I litigated in the Civil Rights Clinic at Seattle University School of Law, I demonstrate how adultification bias was used to explain the racial disproportionality in the transfer of young people to adult court for prosecution, as well as the harshness of the sentences received by young people in both juvenile and adult court. These cases provide roadmaps for clinicians and advocates to educate criminal legal system stakeholders about the risk of adultification bias and other forms of implicit bias, either as amicus or in direct service to clients. The briefs proposed new legal standards in cases that require criminal legal system stakeholders to account for adultification bias. These litigation strategies are designed to obtain outcomes for clients that account for one way that race plays a role in prosecutorial and judicial decision-making, a problem which is clear in the aggregate but has historically evaded remedy in individual cases. These proposals also provide a concrete example of how law school clinics can put theory into practice and produce doctrinal interventions that advance racial justice
Justice, a Photo Series
No full textThe following two photos were shot as part of a photo series at a Black Lives Matter protest in Long Beach, California circa 2018. These photos were shot on black and white film with a vintage 35mm Rangefinder