July 27, 2014

The Salon Sub Rosa And Nevada Corporate Law

Rachel Anderson is a law professor at the University of Nevada, Las Vegas Boyd School of Law.  She has a website, Salon Sub Rosa, which carries the subtitle of “Musings in the Harlem Renaissance”.  Her site provides a wealth of information on Business Law & Policy, Education Law & Policy, and Nevada Law & Policy.  Recently, she was kind enough to include this brief review of Bishop & Zucker on Nevada Corporations and Limited Liability Companies. 

In explaining the title of her site, Professor Anderson points out that  ”Sub rosa means in secret and, translated literally, sub rosa means under the rose”.  The term “sub rosa” can be found  in numerous California opinions.  See, e.g., People v. Gilmore, 239 Cal.App.2d 125, 130 (1965) (“for surely it is within the realm of common knowledge and common sense that uniformed or otherwise known policemen are unable to penetrate the sub rosa world of the narcotics peddler.”).

My favorite literary mention of meeting under the rose, is Horace’s famous fifth ode which begins:

Quis multa gracilis te puer in rosa
perfusus liquidis urget odoribus
grato, Pyrrha, sub antro?

John Milton provided this translation “rendred almost word for word without rhyme according to the Latin measure, as near as the language will permit”:

What slender Youth bedew’d with liquid odours
Courts thee on Roses in some pleasant Cave . . .

What’s so clever about Horace’s poem is that word order actually follows the meaning.  Thus, the “you” (te in Latin) is positionally embraced by the slender youth (gracilis puer) in the middle of the many roses (multa rosa).   Then in the third line, Pyrrha (the woman being addressed) is positioned within the pleasing grotto (grato antro). 

© 2010-2014 Allen Matkins Leck Gamble Mallory & Natsis LLP

About the Author

Keith Paul Bishop, Business Attorney, Allen Matkins Law Firm

Keith Paul Bishop is a partner in Allen Matkins' Corporate and Securities practice group, and works out of the Orange County office. He represents clients in a wide range of corporate transactions, including public and private securities offerings of debt and equity, mergers and acquisitions, proxy contests and tender offers, corporate governance matters and federal and state securities laws (including the Sarbanes-Oxley Act of 2002 and the Dodd-Frank Act), investment adviser, financial services regulation, and California administrative law. He regularly advises clients on compliance,...


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