Corporate and Business Law

In the 2011 session, the Virginia General Assembly passed House Bill 2358, Benefit Corporations, to be codified as article 22 (the Benefit Corporations Article ) of the Virginia Stock Corporation Act ( VSCA ). The Benefit Corporations Article is largely based on legislation prepared in other states and allows a Virginia corporation to elect in its articles of incorporation to be treated as a benefit corporation. These for-profit corporations are required to pursue not only profitability but also a general public benefit and, if one so elects, one or more specific public benefits. In Section II of this article, the author discusses the Benefit Corporations Article in detail. Section III examines some aspects ofthe Benefit Corporations Article for social entrepreneurs and practitioners to consider before making the benefit corporation election. In Section IV, the author asks whether practitioners and social entrepreneurs can achieve some of the same corporate governance objectives by private ordering without electing to be treated as benefit corporations. Finally, Section V concludes withsome observations about the Benefit Corporations Article itself

Virginia is for Lovers and Directors: Important Differences Between Fiduciary Duties in Virginia and Delaware

Virginia and Delaware have different approaches to a director’s fiduciary duties. The Virginia Stock Corporation Act imposes a deferential subjective standard of conduct that allows the more-frequent application of its business judgment rule. Virginia courts have followed the Virginia Stock Corporation Act and have shown even more deference to the decisions of directors than the Virginia Stock Corporation Act may require. In addition, Virginia courts have been reluctant to hold that additional constituencies, beyond the corporation and shareholders as a class, are owed fiduciary duties. Finally, Virginia courts have not imposed “enhanced scrutiny” on the decisions of directors involving hostile takeovers or changes of corporate control analogous to those fashioned by Delaware in Unocol Corp. v. Mesa Petroleum Co. and Revlon, Inc. v. MacAndrews & Forbes Holdings, Inc. Virginia does not impose fiduciary duties between shareholders or between the board and minority shareholders, while Delaware has fashioned such duties. The statutory and judicial deference in Virginia, the narrower set of constituencies to attack a director’s action or inaction, and the absence of any enhanced scrutiny in the hostile takeover and change of control context gives Virginia a strong argument that it is more director-friendly than Delaware

Corporate and Business Law

Over the past three years, there have been a number of legislative changes to Virginia\u27s business entity statutes. In Part I,this article highlights the changes to the Virginia Stock Corporation Act ( VSCA ) and the Virginia Nonstock Corporation Act (\u27 VNSCA ). Part II highlights changes to the Limited Liability Company Act ( LLC Act ). Part III summarizes Virginia\u27s new intrastate crowdfunding law. The Supreme Court of Virginia has also addressed several significant issues over the last three years, including the applicability of appraisal rights in a stepped transaction. Part IV reviews several of the significant cases during this period

Corporate and Business Law

This year there were a number of significant legislative changes to the Virginia Stock Corporation Act (“VSCA”) and the Virginia Limited Liability Company Act. Part I discusses certain statutory changes related to Virginia Corporations. Part II summarizes the changes to VSCA, including changes related to ratification of defective corporate acts, appraisal rights in asset sale transactions, multiple changes related to interspecies transactions, improving and making the effect of merger, domestication, and conversion language more uniform, refining the process for abandoning fundamental transactions, regulating the second step merger following a tender offer, modifying the corporate opportunity doctrine, allowing for a court to remove directors, permitting officer reliance, revising provisions related to officer and director indemnification, simplifying the voting information required in documents filed with the State Corporation Commission (“SCC”), regulating the use of forum selection clauses in governance documents, modifying cumulative voting, and modifying shareholder information rights. Part III describes the Uniform Protected Series Act, which Virginia adopted this year as an amendment to its Limited Liability Company Act. Part IV reviews a Supreme Court of Virginia case addressing the statutory safe harbor permitting an asset sale without shareholder approval and the ability to amend that safe harbor

Corporate and Business Law

In 2005, the Virginia Stock Corporation Act (the Virginia Act ) was extensively revised and updated for the first time since 1985. Having just undertaken such a major revision to the Virginia Act, the General Assembly further amended the Act in a more targeted fashion in 2006 and 2007. Section II of this article addresses some of the changes that have taken place since the 2005 amendments and gives a brief overview of some conforming changes that have been incorporated in the Virginia Nonstock Corporation Act (the Nonstock Act ). There has also been a concerted effort to conform the language and substance of the various other business entity statutes over the past two years. Section III discusses some of the changes to the Virginia Limited Liability Company Act (the LLC Act ) and the Virginia Revised Uniform Limited Partnership Act (the Virginia RULPA ) that conform these Acts to the Virginia Act in some respects. This section also includes a discussion of other changes to these Acts that are entity-specific. Section IV addresses some amendments that affect professional corporations and professional limited liability companies. The amendments were designed to provide professional corporations some flexibility in offering employee stock option plans and provide clarification on the obligations of professionals to control professional entities. Section V addresses a handful of changes to the Virginia Actthat were designed to take into account the governance practices of open-end investment companies registered under the Invest-ment Company Act of 1940 (the Investment Company Act ) and the updating amendment to the Virginia Securities Act (the Securities Act ). Finally, section VI reviews five cases since 2005 in which the Supreme Court of Virginia addressed issues related to the law ofcorporations and limited liability companie

Rapid Increase in Utilization Rates of Radionuclide Myocardial Perfusion Imaging and Related Procedures Between 1996 and 1998: What are the Possible Explanations?

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The conference method of instruction in trade and industrial education

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Trends in the utilization of outpatient advanced imaging after the deficit reduction act.

PURPOSE: After the Deficit Reduction Act (DRA) took effect in 2007, there was concern that private office-based imaging facilities would close, that advanced imaging would shift to less convenient hospital-based facilities, and that access to advanced imaging might be restricted. The aim of this study was to see if these developments occurred during the years after the DRA. METHODS: Using Medicare data, outpatient CT, MRI, and nuclear medicine trends before and after the DRA were studied. Procedure volumes performed in private offices and hospital outpatient departments (HOPDs) were tabulated separately. Volumes were tracked from 2000 to 2006 (before the DRA) and from 2007 to 2009 (after the DRA), and compound annual growth rates were calculated for the two periods. RESULTS: In all 3 modalities, growth before the DRA was far more rapid than afterward. Compound annual growth rates from 2007 to 2009 in offices and HOPDs were, respectively, +2.1% and +0.5% for CT, -1.1% and +1.0% for MRI, and -1.7% and -2.5% for nuclear medicine. Growth trends in all 3 modalities showed distinct flattening beginning around 2005 to 2006. CONCLUSIONS: From 2007 to 2009 (after the DRA), there was more rapid CT volume growth in offices than in HOPDs. Concurrently, there was some loss of nuclear medicine volume in both settings, but the loss was less in offices. Thus, in CT and nuclear medicine, offices actually fared better after the DRA than HOPDs. In MRI, HOPDs fared slightly better than offices. It thus seems that there has been no shift away from offices and as yet no loss of access to CT or MRI after the DRA. However, some loss of access to nuclear medicine does seem to have occurred