Volume 53 | University of Richmond Law Review

Corporate and Business Law

Christopher L. McLean*

The past two years have produced a number of pieces of legislation from the Virginia General Assembly that serve to bring the set of Virginia business entity statutes up to date with its peers around the country. Part I highlights changes to the Virginia Stock Corporation Act (“VSCA”) and the Virginia Nonstock Corporation Act (“VNSCA”). Part II highlights changes to the Virginia Securities Act (“VSA”) and other statutes affecting Virginia business entities. Part III reviews two significant cases that the Supreme Court of Virginia decided over the past two years with respect to Virginia corporate law. Those decisions provided guidance on the concept of a foreign company “transacting business” in Virginia, the ability of a foreign company to maintain a suit in Virginia without properly obtaining a certificate from the Virginia State Corporation Commission (“Commission”) as a registered foreign company, and the survival of the “futility exception” with respect to derivative suits by members of a limited liability company (“LLC”).

* Member, Kaufman & Canoles, P.C., McLean, Virginia. J.D., 2010, University of Richmond School of Law; B.A., 2007, University of Virginia.

Criminal Law and Procedure

Aaron J. Campbell*, John I. Jones, IV** & Rachel L. Yates***

This article surveys recent developments in criminal law and procedure in Virginia. Because of space limitations, the authors have limited their discussion to the most significant appellate decisions and legislation.

* Assistant Attorney General,Criminal Appeals Section, Office of the Attorney General, Commonwealth of Virginia. J.D., 2009, University of Richmond School of Law; B.A., 2002, Concord University.
** Assistant Attorney General, Criminal Appeals Section, Office of the Attorney General, Commonwealth of Virginia. J.D., 2015, Regent University School of Law; B.S., 2009, Central Christian College of Kansas.
*** Assistant Attorney General, Criminal Appeals Section, Office of the Attorney General, Commonwealth of Virginia. J.D., 2013, University of Richmond School of Law; B.A., 2009, University of Virginia.

Family Law

Allison Anna Tait*

Once again this year, the Virginia courts and legislature have been occupied with a range of family law matters—from divorce, to custody, to support. Spousal support, in particular, has been much discussed in legislative chambers, as well as in courtrooms, and significant legislative changes will redesign how divorcing couples draft settlement agreements in the coming years. In other areas, there has been less activity and fewer results. Both the House of Delegates and the Senate of Virginia failed to move out of committee bills that would repeal “the statutory prohibitions on same-sex marriages and civil unions or other arrangements between persons of the same sex purporting to bestow the privileges and obligations of marriage.” Similarly stuck in committee was a bill to repeal the crime of adultery, and one to make “parenting and marriage terminology gender-neutral in the relevant law regarding adoption.”

* Associate Professor, University of Richmond School of Law. Thanks to the University of Richmond Law Review and Emily Palombo for inviting me to write this overview and to the staff for their excellent editorial work. Thanks also to Hayden-Anne Breedlove for her research assistance.

Professional Responsibility

James McCauley*

This article briefly describes some recent amendments to the Virginia Rules of Professional Conduct adopted by the Supreme Court of Virginia in 2016 and 2017. The changes affect the lawyer’s duty to protect confidential client information in this digital age, lawyer advertising and solicitation, and candor with a tribunal. The article also discusses two legal ethics opinions adopted by the court addressing a lawyer’s obligations when faced with another lawyer suffering from an impairment.

* Ethics Counsel for the Virginia State Bar. J.D., 1982, University of Richmond School of Law.

Taxation

Craig D. Bell* & Michael H. Brady**

This article reviews significant recent developments in the laws affecting Virginia state and local taxation. Its sections cover legislative activity, judicial decisions, and selected opinions or pronouncements from the Virginia Department of Taxation and the Attorney General of Virginia over the past year.

* Partner, McGuireWoods LLP, Richmond, Virginia. LL.M., 1986, Marshall-Wythe School of Law, College of William & Mary; J.D., 1983, State University of New York at Buffalo; M.B.A., 1980, Syracuse University; B.S., 1979, Syracuse University.
Mr. Bell is the immediate past chair of McGuireWoods Tax and Employee Benefits Department, practices primarily in the areas of state and local taxation, and civil and criminal tax litigation. He is a Fellow of the American College of Tax Counsel, a Fellow of the Virginia Law Foundation, a Fellow of the American Bar Foundation, a Master of the J. Edgar Murdock Inn of Court (United States Tax Court), an adjunct professor of tax law at the College of William & Mary School of Law, and a past chair of both the Tax and Military Law sections of the Virginia State Bar and the Tax Section of the Virginia Bar Association. Mr. Bell is an emeritus director of The Community Tax Law Project, a nonprofit pro bono provider of tax law services for the working poor, and is its recipient of the Lifetime Pro Bono Achievement Award for his pro bono work in representing hundreds of Virginians before the IRS and in United States Tax Court and federal district court, as well as developing and training many lawyers in the area of federal tax law to expand pro bono tax representation for low-income taxpayers.
** Counsel, McGuireWoods LLP, Richmond, Virginia. J.D., 2009, University of Texas School of Law; B.S., 2006, Liberty University. Following law school Mr. Brady clerked for Chief Justice Cynthia D. Kinser of the Supreme Court of Virginia from 2009 to 2011. He then served as the assistant solicitor general in the Office of the Attorney General of Virginia from 2011 to 2014, joining McGuireWoods LLP in 2014.

Wills, Trusts, and Estates

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J. William Gray, Jr.* & Katherine E. Ramsey**

The 2018 Virginia General Assembly enacted legislation to conform the interpretation of wills with trusts, revised the recent trust decanting and augmented estate statutes, and provided a procedure for resolving doctor/patient disputes over appropriate medical care. It also confirmed the creditor protection available for life insurance and annuities, and addressed certain entities’ eligibility for real and personal property tax exemptions, annual disclosures of charitable organizations’ administrative and charitable service expenses, virtual nonstock corporation member meetings, bank directors’ stock holdings, the disposition of unused tax credits at the taxpayer’s death, and fiduciary qualification without surety. The Supreme Court of Virginia handed down eight recent decisions addressing the presumption of undue influence, requirements for estoppel and preclusion, the signature requirement for a proper codicil, trust governing law and interpretation, the fiduciary duties of agents, the jurisdiction of Commissioners of Accounts, and appraisal requirements for state tax credits.

* Partner, McGuireWoods LLP, Richmond, Virginia. J.D., 1977, University of Virginia; B.S.I.E., B.A., 1973, Rutgers University.
** Partner, Virginia Estate & Trust Law, PLC, Richmond, Virginia. J.D., 1998, University of Virginia; M.S., 1988, Boston University; B.A., 1986, Virginia Polytechnic Institute and State University.