This article reviews recent developments in the law affecting Virginia businesses and corporations. Part II discusses judicial decisions, including: a United States Supreme Court decision concerning private rights of action under section 14(a) of the Securities Exchange Act of 1934; a Fourth Circuit Court of Appeals opinion denying absolute priority to the FDIC as liquidator; two decisions interpreting the Virginia Stock Corporation Act, one by the Fourth Circuit denying the protection of the good faith standard to directors and one by the United States District Court for the Western District of Virginia refusing to characterize a failed LBO/cash merger as an unlawful distribution; two Supreme Court of Virginia decisions regarding closely-held corporations, one returning control of a corporation from a son to his father by applying principles of gift law and one ordering the dissolution of a profitable corporation due to oppression of minority shareholders; a group of three cases in which the Fourth Circuit and two Virginia circuit courts determined whether one can recover from a successor for corporate liability; and several rulings that challenge convention, including a Western District decision that one of four family shareholders can bring a derivative action against the other three, a Western District ruling that a bank could be a seller under section 12(2) of the Securities Act of 1933, and a Fourth Circuit holding that a series of actions taken in pursuit of a freezeout stated a RICO claim. Part III discusses recent legislative developments affecting corporate and business law in Virginia.
Rosalie W. O'Brien,
Annual Survey of Virginia Law: Business and Corporate Law,
U. Rich. L. Rev.
Available at: http://scholarship.richmond.edu/lawreview/vol25/iss4/6