Corporate directors cannot avoid obtaining minority shareholder approval to sell a company by amending its bylaws to redefine a statutory safe harbor provision. The statutory provision is designed to protect minority shareholders when a sale would leave the company without ...

Tagged with: Corporate Justice S. Bernard Goodwyn Supreme Court of Virginia

The “Important Opinions” that appear each week on the front page of Virginia Lawyers Weekly are those chosen by our editors as the most likely to impact law practice or a given subject area of law. Below is a listing, ...

Tagged with: 4th U.S. Circuit Court of Appeals Administrative Banking Bankruptcy Civil Procedure Civil Rights Commercial Constitutional Consumer Protection Contract Corporate Criminal Domestic Relations Employment Evidence Federal Jurisdiction First Amendment Government Immigration Intellectual Property Personal Injury Real Property Search & Seizure Supreme Court of Virginia Traffic U.S. District Court - Eastern District U.S. District Court - Western District Virginia Circuit Courts Virginia Court of Appeals Wills & Trusts

In a suit alleging usurious loans, two online-lending companies created by Chippewa tribal leaders failed to prove by a preponderance of the evidence that they were entitled to sovereign immunity as arms of the tribe. Background The Lac Vieux Desert ...

Tagged with: Consumer Protection Corporate Judge Robert E. Payne U.S. District Court - Eastern District

The George Mason University Foundation Inc. is an independent corporate entity whose records are not subject to freedom-of-information requirements, even if the records relate to funds used to support the University, itself a public body. Nonetheless, the University’s Gift Acceptance ...

Tagged with: Corporate Education Fairfax County Circuit Court FOIA Government Judge John M. Tran Public Records Virginia Circuit Courts

The owner of one unit in a condominium development stated a breach-of-contract claim against the Condominium Council, based on allegations that its Board unilaterally incorporated it into a non-stock corporation. Background According to her pleadings, Appellant Pammalla Uplinger is a ...

Tagged with: Civil Practice Contract Corporate Per Curiam Opinion Supreme Court of Virginia

The circuit court erred in in dismissing the plaintiff’s derivative action on the ground that the plaintiff had failed to first make a demand for the limited liability company to take action. No such demand is required when it would ...

Tagged with: Business Law Corporate Corporations Justice Stephen R. McCullough Real Estate Real Property Supreme Court of Virginia

A settlement agreement allegedly procured by the defendant’s “debt negotiator” will not be enforced, and the defendant must produce responsive documents in compliance with the court’s most recent discovery order. Background Plaintiff Innotec LLC sued Defendant Visiontech Sales and its ...

Tagged with: Attorneys Business Law Civil Practice Contract Corporate Corporations Discovery Judge Glen E. Conrad U.S. District Court - Western District

After reports of sexual misconduct appeared in the Washington Post, a private school sued its former executive director for allegedly sharing sensitive documents with the paper, and she counterclaimed based on the circumstances of her resignation. No reasonable jury could ...

Tagged with: Business Law Contract Corporate Education Judge Claude M. Hilton Tort U.S. District Court - Eastern District

Notwithstanding his claims that bank representatives misled him, the president of a Richmond-based energy company signed loan agreements and guarantees that clearly stated his personal liability for his company’s obligations. Background In 2009, Defendants Dominion Energy Management Inc. and its ...

Tagged with: Business Law Contract Corporate Judge David J. Novak U.S. District Court - Eastern District

The district court did not err in holding a childcare center in contempt for violating the terms of an injunction related to use of the word “rainbow.” The center was liable for liquidated damages and attorneys’ fees, plus the cost ...

Tagged with: 4th U.S. Circuit Court of Appeals Attorneys Attorneys Fees Civil Practice Civil Procedure Contract Corporate Intellectual Property Judge G. Steven Agee