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Articles 1 - 5 of 5
Full-Text Articles in Law
Take-Over Bid Disclosure Act, Elliott H. Dejarnette
Take-Over Bid Disclosure Act, Elliott H. Dejarnette
University of Richmond Law Review
The recent changes in the Take-Over Bid Disclosure Act by the General Assembly in its 1978 session are essentially a return to the shorter time limit requirements that existed prior to the 1977 amendment to the Virginia Code. As before, the offeror company which is contemplating a take-over of another corporation's stock [hereinafter referred to as the target corporation] must file with the State Corporation Commission [hereinafter referred to as SCC] and with the registered agent of the target corporation a statement which contains all information required by § 13.1-531(b). This filing must be made twenty days prior to such …
Dissenting Stockholders' Rights In Virginia: Exclusivity Of The Cash-Out Remedy And Determination Of "Fair Value", Howard T. Macrae Jr.
Dissenting Stockholders' Rights In Virginia: Exclusivity Of The Cash-Out Remedy And Determination Of "Fair Value", Howard T. Macrae Jr.
University of Richmond Law Review
Until relatively recent times, the generally accepted rule was that a corporation could not merge, consolidate or sell all of its assets without the unanimous consent of its stockholders. Each stockholder was accordingly vested with an individual right of veto over any such corporate action from which that stockholder might dissent. In order to eliminate this shackle on corporate activity, state legislatures enacted legislation permitting corporations to enter into such so-called "extraordinary transactions" as mergers, consolidations and sales of all or substantially all of the corporate assets upon some specified majority vote of all of its stockholders. The price extracted …
The Professional Corporation: An Overview, Halford I. Hayes
The Professional Corporation: An Overview, Halford I. Hayes
University of Richmond Law Review
The purpose of this comment is to provide a newly formed, moderate-sized legal firm or the beginning legal individual practitioner with a broad overview of the benefits and problems that a professional corporation [hereinafter PC] offers when compared to a partnership or individual proprietorship structure. The emphasis here will be on the availability of in-depth material in the field along with the governing Internal Revenue Code and Treasury Regulations sections.
Obtaining Jurisdiction Over Corporations In Virginia, Robert E. Draim, Emily M. Trapnell
Obtaining Jurisdiction Over Corporations In Virginia, Robert E. Draim, Emily M. Trapnell
University of Richmond Law Review
A working familiarity with the jurisdictional principles and procedures involved in initiating legal proceedings against both domestic and foreign corporations is essential to the successful resolution of the issues involved in such corporate litigation. The important individual and societal interests involved in corporate litigation highlight the necessity of bringing the corporate defendant within the jurisdiction of the state's courts.
Dissolution, Forfeiture, And Liquidation Of Virginia Corporations, Joel D. Gusky
Dissolution, Forfeiture, And Liquidation Of Virginia Corporations, Joel D. Gusky
University of Richmond Law Review
Article 7 of Virginia's Corporation Code, under the general heading of "dissolution", describes the various methods by which corporate existence terminates in Virginia. Although Article 7 speaks in terms of dissolution per se, in reality there are three separate and distinct forms of dissolution: (1) voluntary dissolution, (2) forfeiture, and (3) liquidation of the corporation by a court of equity upon the petition of either the stockholders or the creditors of the corporation sought to be dissolved. Each section is sui generis and has certain procedures which incorporators, the State Corporation Commission (Commission), stockholders, or creditors must follow in order …