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Abstract

This article reviews recent developments in the law affecting Virginia businesses and corporations. Part I covers judicial decisions, including: (1) two Eastern District of Virginia cases in which Virginia corporate law was applied to help ward-off hostile takeovers; (2) three Fourth Circuit opinions affecting private actions under the federal securities laws; (3) a Supreme Court of Virginia decision specifically enforcing a close corporation buy-sell agreement against a deceased shareholder's widow; (4) an Eastern District of Virginia case in which close corporation squeeze-out allegations were held sufficient to state a federal claim for securities fraud; and (5) a Western District of Virginia case in which the merger of two Roanoke hospitals withstood a government antitrust challenge. Part II covers legislative and regulatory developments, including: (1) Virginia's enactment of an Indiana-style Control Share Acquisitions Statute; (2) a temporary grant of power to boards of directors of public Virginia corporations allowing them to reduce the shareholder vote required to amend their articles of incorporation; (3) several new provisions affecting nonstock corporations; (4) changes affecting registration exemptions for certain shares traded over-the-counter; and (5) the State Corporation Commission's plans to allow on-line access to its computerized records.

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