Formation
Steven Besly has experience in the formation of unincorporated and incorporated associations
- Professional Associations
- Management Service Organizations
- Unincorporated Associations
- Alumni Associations
- Charitable Foundations
- Homeowner/Condo Associations
- Business Organizations
- Country Clubs
Governance and regulatory compliance
Associations whether incorporated or unincorporated; for profit or non profit; all require active governance by a board of directors or special committee. Merely going through the motions and using “box” minutes prevents the board from detailing efforts of good faith compliance and can actually create liability for the board and the Association, because Associations are regulated by both state and federal Agencies. Seemingly benign actions like joint marketing agreements or free rent can inadvertently violate anti-kickback and collusion regulations.
- Physician Owned Surgery Centers and Hospital Associations
- Professional Associations
- Management Service Organizations
- Unincorporated Associations
- Alumni Associations
- Charitable Foundation
- Homeowner/Condo associations
- Business Organizations
- Country Clubs
Antitrust
Associations by their nature run afoul of the first prong of the Sherman act. Therefore, whether the conduct at issue unreasonably restrains trade is evaluated under the “rule of reason” analysis. With proper Straight Talk Counsel, associations can engage in a variety of activities without serious antitrust concerns. Steven Besly can help a board navigate complex core issues such as:
- Avoiding Per Se strict liability actions
- Membership criteria and amendments to governing documents
- Denial of membership or expulsion of a Member
- Non-member access to association services
- Participation in events or trade shows
- Data collection and dissemination analysis by type, age, form, purpose and availability of the data
- Self regulation, standard setting, code of ethics and advertising rules
- Competitor collaboration
- Compliance program oversight, document control and auditing
- Complying with the Texas Antitrust Act
- Federal Trade Commission and Department of Justice
- Boycotts
- Monitoring relevant enforcement actions