Lexington, VA • Tuesday, September 04, 2012
A Fairfax County judge issued a stunning decision last Thursday, ordering the dissolution of the Buckingham County holding company that operates Kyanite Mining Corp. Circuit Judge Jane Roush found for the plaintiffs in the case, in which minority shareholders accused the majority shareholders of unfair treatment and misuse of corporate assets.
| | John Craddock Michelle Burke Lymna Johnson
The law firm of LeCLairRyan represented the plaintiffs in the case. The trial team included W&L professors of practice John Craddock and Michele Burke, as well as alumna Massie Payne Cooper '11L. In addition, W&L law professor Lyman Johnson served as an expert witness in the case for the plaintiffs.
Started in 1945, the mine is the leading international producer of Kyanite, a mineral used extensively in heat-resistant manufacturing processes. The mine is one of the largest employers in Buckingham County, but the judge's decision is not expected to affect the mine's day-to-day operations.
In her decision, Judge Roush rejected the defendant's argument that it is common practice in Virginia, and thus permissible under Virginia law, for controlling shareholders to reap virtually all of the benefits of ownership of a Virginia closely held corporation while insuring there would be little or no return on investment for the minority shareholders.
"The decision will help bolster minority share investment in Virginia companies because of the protections the decision carries for minority stockholders," Prof. Johnson told the Richmond Times-Dispatch in an interview following the ruling.
At W&L, Craddock and Burke teach a practicum class on corporate governance and shareholder derivative litigation as part of the law school's innovative third-year curriculum. During the class, students are immersed in a shareholder derivative litigation as counsel for the shareholder plaintiffs or the officer and director defendants. The students experience the life cycle of the litigation from filing the derivative demand notice and complaint to the resolution of the dispute through mediation.
The third-year curriculum at W&L Law is unique in legal education. The course of study consists entirely of practice-based simulations, real client experiences, and advanced explorations into legal ethics and professionalism. Learn more at law.wlu.edu/thirdyear.