Also known as: prête-noms · nominee · straw man
Written by attorneys · grounded in primary & secondary sources — see below
A person who holds legal title to property or exercises rights in a representative capacity for the benefit of another who retains the economic interest. The arrangement allows the true owner to remain undisclosed while the nominee fulfills formal or record-keeping requirements under the terms of the underlying agreement or statute.
Pilar Pena beneficially owns shares in Precision Tools that are registered in the name of an intermediary. The board has adopted a procedure allowing beneficial owners to file a certificate electing treatment as the record shareholder. After Pilar files the certificate, the corporation must recognize her voting and inspection rights directly, and the intermediary loses those privileges for the covered shares.
Campus First Bank sells the promissory note secured by Horizon University's dormitory mortgage to Student Housing Trust but retains bare legal title as nominee. When Horizon defaults, Student Housing Trust enforces the mortgage through foreclosure because the debt and security interest travel together, leaving Campus First without substantive enforcement power.
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Essex Universal Corp. agrees to sell controlling shares to Yates but structures the transfer through a prête-nom who takes record title temporarily. The arrangement satisfies the contract's delivery requirement while the economic benefit and voting control pass immediately to Yates under the parties' understanding.
Cobalt National Bank obtains appointment of Ellis as receiver for Harbor Freight's terminal after Metro Capital's receiver has already collected net rents. Ellis steps into the role as Cobalt's nominee but cannot reach back to claim the rents already escrowed by the prior receiver for Metro's benefit.
A candidate registers as the nominee of a political party on the ballot under a blanket primary system. Voters understand the designation as a self-identified preference rather than an official party endorsement, so the party retains associational rights without being forced to accept the nominee as its own.
Silas nominates two directors under a shareholder-adopted proxy-access bylaw that caps total nominees at twenty percent of board seats. The corporation treats one nominee as exceeding the limit and excludes that candidate from the proxy materials while including the other, consistent with the bylaw's numerical condition.
A board-adopted procedure permits the beneficial owner to file a beneficial ownership certificate and thereby obtain the rights the record shareholder would otherwise hold. Once the certificate is filed, the intermediary or nominee loses those rights to the extent the procedure so provides.
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No. When the note and all economic interests transfer, the mortgage follows the note by operation of law. The original mortgagee holding bare legal title as nominee has no substantive enforcement power once the debt has been assigned.
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Acceptance occurs by conduct such as taking possession of trust property, opening trust accounts, or exercising trustee powers. Once accepted through such actions, the designee cannot later reject the trusteeship and must instead resign if departure is desired.
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Yes. Absent a separate contract with the decedent, the nominee may renounce the will's fee provision before qualifying and claim reasonable compensation instead, subject to court approval.
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…Senators go through a list of their constituents' most favored and most disfavored alleged constitutional rights, and seek the nominee's commitment to support or oppose them. Value judgments, after all, should be voted on, not dictated; and if our Constitution has somehow accidently committed them to the Supreme Court, at…