Tuesday, February 28, 2017

A Few Irritating Things

I don't know if it's the time of year or if I am just a little off, but I am generally grumpy today. So, I am going to vent a bit.  

First, a regular irritation that is no shock to regular readers is the "limited liability corporation." I probably should have stopped the Westlaw alert for that terms, which comes through nearly every single day with multiple cases and news items.  A new case from the U.S. District Court in Kansas, Pipeline Prods., Inc. v. Horsepower Entm't, No. CV 15-4890-KHV, 2017 WL 698504, at *1 (D. Kan. Feb. 22, 2017), is typical.  The court states: 

Pipeline Productions, Inc. is a Kansas corporation with its principal place of business in Lawrence, Kansas. Backwood Enterprises, LLC is an Arkansas limited liability corporation with its principal place of business in Lawrence, Kansas. . . . 

The Madison Companies, LLC is a Delaware limited liability company with its principal place of business in Greenwood Village, Colorado. Horsepower Entertainment, a Delaware limited liability company, is a wholly-owned subsidiary of Madison with its principal place of business in Greenwood Village, Colorado.

Irritation 1: Arkansas does not have an entity called a "limited liability corporation." Arkansas, as is typical, has a corporation entity and a limited liability company entity.  They are different.  The fact that the court gets the entity right for the two Delaware LLCs suggests to me that the filings from Backwood Enterprises, LLC, is the likely source of the language.  Still, courts should be getting this right.  (It won't shock me if my obsession with this is irritating more than one reader. C'est la vie.) 

Irritation 2: The case also references a "wholly-owned subsidiary."  This is a common reference, but "wholly owned" does not need a hyphen when used a compound adjective.  This source cites the one I tend to follow, from my public relations days: 

When a compound modifier–two or more words that express a single concept–precedes a noun, use hyphens to link all the words in the compound except the adverb very and all adverbs that end in -ly. —AP Stylebook, 2013 edition. Boldface added.

Spot on.  The site also provides a good hint:

*Warning: Not every word that ends in -ly is an adverb. Watch out for nouns like family and supply, and adjectives like only. For example, “family-oriented websites”; supply-side economics”; “only-begotten son.”

Since Americans (in particular) love threes, I will follow the Rule of 3s, and add one more. 

Irritation 3: The word "articulate."  Yeah, this is kind of random, but I am done with that word. I cannot come up with a time when another word won't serve as a good substitute, and the loaded way in which the term has evolved means it should be skipped.  See, e.g., here.  This article provides more good background and quotes Condoleezza Rice's former communications counselor, Anna Perez: 

The word perfectly conveys, to quote George Bush, the soft bigotry of low expectations. It literally comes down to that. When people say it, what they are really saying is that someone is articulate ... for a black person.

Before anyone wants to get mad at me for being too "PC," calm down.  I am not saying you can't say it. I am saying you will irritate me if you do.  And if you say it to or about an African-American person, you probably are showing the bias Ms. Perez described. And, yeah, I have heard it said about and to African-Americans in my presence, and it's usually pretty clear the bias is there.  It's an irritation to me, and it's demeaning, even though I think it is, from time to time, well intentioned, if ignorant.  Time to move forward.  What was once "progressive thinking" is not anymore.  Try to catch up if you're really trying to be nice.

I know, everyone has things that irritate them.  It's good to vent now and again. No person attacks or freak outs. Just a good, old-fashioned vent.  Happy Mardi Gras.  

 

http://lawprofessors.typepad.com/business_law/2017/02/a-few-irritating-things.html

Corporations, Current Affairs, Joshua P. Fershee, LLCs | Permalink

Comments

Josh, just a quick note on your third irritation. I just became aware of this less than two weeks ago. I have long used the term "articulate” to describe men and women of varying skin colors who speak well and clearly. I admit that I was taken aback when I first learned of its coded meaning, which is well acknowledged (despite my own ignorance).

I immediately scrambled to inform myself a bit better. I stumbled on this TED talk, which I enjoyed quite a bit: https://www.ted.com/talks/jamila_lyiscott_3_ways_to_speak_english. It was just repeated on an NPR TED Radio Hour. It’s very poetic.

Unlike you, however, I will miss the word articulate. I think it conveys a lot in one word. I am striving to find a good substitute that is a single word. But I hear you . . . .

Posted by: joanheminway | Feb 28, 2017 7:12:01 PM

Thanks very much for your comment, Joan. That Ted talk is linked in my post, as well. It is a good one.

I appreciate that this might be new to some people, and it's part of why I wrote this post. I keep getting surprised (my own bubble, I guess) that people don't know, and I feel like I have to start doing something about it if I am going to keep getting irritated. I appreciate also your honesty and willingness to engage.

Posted by: Joshua Fershee | Feb 28, 2017 7:46:59 PM

Wow, someone got up on the wrong side of bed today! :) I agree, though, On your third point, I don't think that "articulate" is particularly racist, but it is regularly used as a put-down for those with whom we disagree, It is damning with the faintest of praise. Hence, President Obama's description of Paul Ryan in 2012: "He is a decent man, he is a family man, he is an articulate spokesman for Governor Romney's vision but it is a vision that I fundamentally disagree with." "Articulate spokesman" is code for "someone with terrible ideas who somehow makes them sound plausible to gullible people." So I avoid it unless I want to make exactly that point . . . which of course I sometimes do.

Posted by: Frank Snyder | Mar 1, 2017 9:01:25 AM

Re: articulate- when I trained our company employees and managers on employment law issues, we had a whole section on buzzwords that came up often in race discrmination litigation and "articulate" was one of them. The white managers in the room were always shocked and the black managers always nodded their heads. The word is fine as long as it's used uniformly and not as a way to indicate surprise or shock that the speaker can express an idea. That portion of the training always generated a lot of discussion. It's definitely not racist per se but can have an unintended adverse impact on some listeners. I won't even get into the buzzwords that came out in gender discrimination cases!

Posted by: Marcia Narine Weldon | Mar 1, 2017 1:58:32 PM

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