Pre-Incorporation Signing OK for Disclosure Packet

Court Sets Test for Prior ‘Written Demand’

By Deborah Elkins
Published: May 14, 2013
Tags: Corporate, Judge John R. Doyle III, Norfolk Circuit Court, Virginia Circuit Courts

Looking to case law on a similar corporate statute in North Carolina, a Norfolk Circuit Court sets a multi-part test for a minority shareholder’s “written demands” to a corporation required before filing a derivative action, and finds plaintiff met the test for all his claims except his claim that defendants usurped corporate opportunities by developing [...]

Former CFO Has SOX Claim for Firing

By Deborah Elkins
Published: April 1, 2013
Tags: Corporate, Judge Robert E. Payne, U.S. District Court - Eastern District

A former chief financial officer for a video game publisher has a Sarbanes-Oxley claim against the company and corporate officers for firing her after she reported to the SEC an alleged effort to inflate company profits; however, the Richmond U.S. District Court dismisses plaintiff’s Dodd-Frank claim because that statute cannot be applied retroactively to afford [...]

Derivative Action Stays in Federal Court

By Deborah Elkins
Published: January 29, 2013
Tags: Corporate, Judge T.S. Ellis III, U.S. District Court - Eastern District

Plaintiffs may not return to state court to sue Capital One for alleged breach of fiduciary duty based on directors’ and officers’ failure to prevent alleged violations of federal consumer protection laws that led to payment of hundreds of millions of dollars in fines and damages; among other reasons, the Alexandria U.S. District Court says [...]

Relief for Oppressed Minority Shareholders

By Deborah Elkins
Published: November 20, 2012
Tags: Buckingham County Circuit Court, Corporate, Judge H. Thomas Padrick Jr., Virginia Circuit Courts

In this litigation involving a 67-year-old closely held mining business that the Buckingham County Circuit Court ordered to be broken up and parceled out after a finding of the company’s oppression of minority shareholders, the court makes further orders to resolve the dispute. The court makes the following rulings. The court does not find Gene [...]

Corporate-Veil Jury Award Set Aside

By Deborah Elkins
Published: August 17, 2012
Tags: Chesterfield County Circuit Court, Corporate, Judge Timothy J. Hauler, Virginia Circuit Courts

A Chesterfield County Circuit Court sets aside a $278,737 jury award to plaintiff buyers against an individual defendant in a residential real estate construction project, as the buyers did not present sufficient evidence to support their theory of piercing the corporate veil to hold the individual defendant liable for damages. At trial, plaintiffs presented evidence [...]

Lawyer Has Derivative Claim Against PC

By Deborah Elkins
Published: May 1, 2012
Tags: Corporate, Justice LeRoy F. Millette Jr., Supreme Court of Virginia

A lawyer in a two-member firm could sue the other shareholder and bring a derivative action on behalf of their professional corporation, after discovering the other shareholder was writing checks from the firm’s escrow account to his wife and children, and the Supreme Court of Virginia upholds a judgment for plaintiff lawyer giving her a [...]

Jury Instruction Wrong on LLC Liability

By Deborah Elkins
Published: April 26, 2012
Tags: Corporate, Justice Cleo E. Powell, Supreme Court of Virginia

In an LLC’s suit as landlord of a medical office building for breach of a lease and damages and the tenant’s counterclaim alleging fraud, the trial court erred in instructing the jury that a limited liability company could not be liable for any fraudulent activity unless the fraud was approved by the members of the [...]

Investor’s Claim under Securities Act Advances

By Deborah Elkins
Published: January 9, 2012
Tags: Corporate, Fairfax County Circuit Court, Judge Jonathan C. Thacher, Virginia Circuit Courts

An investor who thought his $200,000 payment to defendants was buying 40,000 shares in C2 Future stock that would allow expansion of an educational company into Korea, instead of “office expenses for existing schools,” can sue defendants for an alleged fraudulent scheme that violated the Virginia Securities Act, says a Fairfax Circuit Court. Defendants argue [...]

Investor Should Bring Derivative Suit

By Deborah Elkins
Published: January 9, 2012
Tags: 4th U.S. Circuit Court of Appeals, Corporate, Judge J. Harvie Wilkinson III

An investor who suffered losses in 2007 when his 100,000 shares of Wachovia stock plunged from $56.65 per share price to below $1 cannot bring an individual suit based on defendant corporate officers’ alleged fraud about Wachovia’s financial health; the 4th Circuit says the investor does not qualify for any exception to the general rule [...]