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Articles 61 - 85 of 85
Full-Text Articles in Business Organizations Law
The Defensive And Offensive Use Of "Poison Pills" Within The Business Judgment Rule, Wendy B. Gayle
The Defensive And Offensive Use Of "Poison Pills" Within The Business Judgment Rule, Wendy B. Gayle
University of Richmond Law Review
Corporate directors owe fiduciary duties of care and loyalty to the corporation and its shareholders as a result of their position of control. In general, the standard for the duty of care owed by a director is one of a prudent person in similar circumstances. The duty of loyalty prohibits directors from engaging in self-dealing transactions and acts of bad faith.
Limited Liability For Shareholders In Virginia Professional Corporations: Fact Or Fiction?, Laura R. Brown
Limited Liability For Shareholders In Virginia Professional Corporations: Fact Or Fiction?, Laura R. Brown
University of Richmond Law Review
In 1970, Virginia enacted the Professional Corporation Act which permits members of certain professions to form corporations for the purpose of rendering professional services. It is available to most professionals as an alternative to practicing individually or in partnerships. While many professionals have formed such corporations to avail themselves of certain tax benefits, others have formed professional corporations simply to gain the advantages of practicing in the corporate form. One traditional advantage of the corporate form is that shareholders are shielded from personal liability for the negligent acts committed by agents or employees of the corporation and for the debts …
Criminal Rico: Forfeiture Of Fees, Sixth Amendment Rights, And Attorney Responsibilities, Elizabeth E. Stanulis
Criminal Rico: Forfeiture Of Fees, Sixth Amendment Rights, And Attorney Responsibilities, Elizabeth E. Stanulis
University of Richmond Law Review
The Racketeer Influenced and Corrupt Organizations Act (RICO) is the most expansive criminal statute ever passed by Congress. The statute and its amendments impose strict penalties for various activities associated with organized crime, including forfeiture of the proceeds of criminal activity. However, RICO's ambiguous language has caused confusion in its interpretation by federal courts.
Annual Survey Of Virginia Law: Business And Corporate Law, David R. Ruby
Annual Survey Of Virginia Law: Business And Corporate Law, David R. Ruby
University of Richmond Law Review
This article reviews recent developments in the law affecting Virginia businesses and corporations. Part I covers judicial developments, including: (1) the United States Supreme Court's upholding of the validity of an Indiana anti-takeover statute, similar to Virginia's affiliated transactions provisions; (2) the Virginia Supreme Court's ruling that the providing of day care in one's home constitutes a "business pursuit" within the meaning of a standard exclusionary clause found in homeowners' insurance policies; and (3) in what appears to be a case of first impression before any Virginia court, a Virginia circuit court's invalidation of a stock option granted by the …
Annual Survey Of Virginia Law: Business And Corporate Law, David R. Ruby
Annual Survey Of Virginia Law: Business And Corporate Law, David R. Ruby
University of Richmond Law Review
This article reviews recent developments in the law affecting Virginia businesses and corporations. The most significant development was the enactment by the 1985 session of the Virginia General Assembly of a completely revised Virginia Stock Corporation Act (the "Revised Act"), which generally became effective January 1, 1986. This article does not review the entire Revised Act, but instead focuses on the powerful anti-takeover devices contained in the Revised Act and all of the amendments pertaining to the Revised Act enacted by the 1986 session of the Virginia General Assembly. Additionally, this article will review judicial developments, including the establishment by …
The New Virginia Stock Corporation Act: A Primer, Daniel T. Murphy
The New Virginia Stock Corporation Act: A Primer, Daniel T. Murphy
University of Richmond Law Review
During its 1985 session, the Virginia General Assembly enacted a new stock corporation statute for Virginia ("Revised Statute"). The new statute became effective January 1, 1986. The Revised Statute represents a complete revision of the Virginia corporation statute and is the result of a thorough review of prior law. This article will discuss some of the significant changes in Virginia corporate law effected by the Revised Statute and will offer some guidelines for the interpretation and application of its provisions.
Corporate And Institutional Accident Investigations As Work Product Pursuant To The Rules Of The Supreme Court Of Virginia, William Todd Benson
Corporate And Institutional Accident Investigations As Work Product Pursuant To The Rules Of The Supreme Court Of Virginia, William Todd Benson
University of Richmond Law Review
If the magnitude of the mishap so warrants, many businesses immediately call their insurance adjuster or other accident investigator. In some of the larger businesses, accident investigation and insurance have become in-house operations. This quick reflex toward early fact investigation is prompted, in part, by a healthy respect for the potentiality of claims arising out of the day to day conduct of business affairs. When a suit against such company ultimately is ified and discovery sought, an issue often arises concerning whether early institutional investigations are "work product" for purposes of the federal or Virginia rules of civil procedure. This …
Panterv. Marshall Field & Co.: The Good Faith Standard For Corporate Directors, Lavinia A. James
Panterv. Marshall Field & Co.: The Good Faith Standard For Corporate Directors, Lavinia A. James
University of Richmond Law Review
Corporate directors traditionally have been immunized from liability for corporate actions involving questions of policy or "business judgment," if such actions are taken in the exercise of due care, in good faith, and in compliance with applicable fiduciary duties. Judicial review of decisions made by corporate boards of directors in unsolicited takeovers generally has been barred by this business judgment rule. A recent challenge to this precept was brought in Panter v. Marshall Field & Co., a Seventh Circuit decision which highlighted many of the issues surrounding application of the business judgment rule in the context of a take-over attempt.
Equity Insolvency And The New Model Business Corporation Act, Daniel T. Murphy
Equity Insolvency And The New Model Business Corporation Act, Daniel T. Murphy
University of Richmond Law Review
One consequence of the recent and far-reaching revisions to the financial provisions of the Model Business Corporation Act (hereafter the "Model Act") is to re-focus attention on the significance of the elusive concept of equity insolvency as it affects corporate distributions.
Redemption Of Stock Under The Model Business Corporation Act And The Virginia Stock Corporation Act, Daniel T. Murphy
Redemption Of Stock Under The Model Business Corporation Act And The Virginia Stock Corporation Act, Daniel T. Murphy
University of Richmond Law Review
The Model Business Corporation Act (hereinafter the "Model Act") has been in existence for more than twenty-five years, and has served as the paradigm for the revised corporation statutes of approximately twenty-five states, including Virginia. Despite its age, certain of its provisions have been infrequently applied and interpreted in judicial opinions. One such set of provisions is that dealing with a corporation's right to redeem shares of its stock. The purpose of this article is to analyze the Model Act's provisions regarding the redemption of shares; and to review, in contrast thereto, the relevant provisions of the Virginia stock corporation …
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 …
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.
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 …
Corporate Conflicts Of Interest Under The Virginia Stock Corporation Act, Stephen R. Larson
Corporate Conflicts Of Interest Under The Virginia Stock Corporation Act, Stephen R. Larson
University of Richmond Law Review
Dealings between a corporation and its officers or directors present a perennial corporate law problem. Officers and directors are often the people most interested in the success of the corporation and they accordingly may well be willing to contract with their corporation on terms far more favorable to it than are otherwise available. On the other hand, these same people are often in a position to cause the corporation to enter into contracts which are highly advantageous to the officer or director involved, but which are grossly unfair and detrimental to the corporation itself.
Restraints On Incumbent Directors In Intracorporate Battles For Control, Aaron Yoran
Restraints On Incumbent Directors In Intracorporate Battles For Control, Aaron Yoran
University of Richmond Law Review
Editor's Note: The first portion of Dr. Yoran's article, dealing with directors' maneuvering power in closed corporations, appeared in the Winter issue of the Review.
The Close Corporation-Comparing The Separate Statutory Treatments Of Florida, Delaware And Maryland With Virginia's Version Of The Model Act
University of Richmond Law Review
In a trend beginning before the turn of the nineteenth century and accelerating during the period after the Second World War, state corporation laws have evolved into enabling acts recognizing and catering to modem business practices The restrictions retained in these acts remain both to protect the public and balance the relationships between interested parties within the corporation. Despite these remaining restrictions, the philosophy of the modem acts is to create a climate favorable for corporate activity.
Recent Legislation, J. Rodney Johnson
Recent Legislation, J. Rodney Johnson
University of Richmond Law Review
The 1972 session of the General Assembly was especially active in the areas of wills, trusts, and estates. Much of this legislation deals with fine points not affecting the average lawyer in his practice. However, the following items of legislation should be of general interest to the attorney whose practice involves probate work or estate planning, even though he does not hold himself out as a specialist in these areas.
Restraints On Incumbent Directors In Intracorporate Battles For Control (Introduction), Aaron Yoran
Restraints On Incumbent Directors In Intracorporate Battles For Control (Introduction), Aaron Yoran
University of Richmond Law Review
Any organization that entrusts the management of its affairs to a controlling group must devise checks to restrain the controllers during their incumbency. Those in control must specifically be placed under restraints that will prevent their using the organization's powers and assets to perpetuate their incumbency. In the corporate system, the need for effective restraints has become more compelling with the progression from private ownership through majority ownership and minority control to management control.
Limitations On Defenses Under 10 (B): In Pari Delicto And Unclean Hands, G. Andrew Nea Jr.
Limitations On Defenses Under 10 (B): In Pari Delicto And Unclean Hands, G. Andrew Nea Jr.
University of Richmond Law Review
The evolution 'and development of the corporate conglomerate has been the most significant factor in the growth of twentieth century American enterprise. Corporate growth has far outdistanced that of alternative forms of business. The purchase and sale of an increasing volume of corporate securities has permitted management to raise impressive quantities of capital, and has allowed numerous investors to share in the profits realized from the judicious use of their funds.
Recent Legislation
University of Richmond Law Review
This is a list of the recent legislation from 1970.
Recent Decisions
University of Richmond Law Review
This is a summary of the case law from 1968.
Recent Legislation
University of Richmond Law Review
This is a summary of the legislation that came out in 1968.
Recent Cases
University of Richmond Law Review
This is a summary of the case law from 1965.