The Legal Elite
Top Business Lawyer
F. Claiborne Johnston Jr.
Mays & Valentine

by Courtney E. Miller

Most lawyers define professional success by the number of cases they’ve won and lost. For F. Claiborne "Jay" Johnston Jr., a better measure of his success is in cups – coffee cups, which are emblazoned with the logos of Eskimo Pie, Southern States and other Richmond-area companies. These mugs, precariously arranged on a ledge near Johnston’s desk, are tacit reminders of the clients Johnston has worked with in the last 30 years as a corporate lawyer for Mays & Valentine. Other mementos are lined up on desktops and in the bookshelves in Johnston’s office, which overlooks much of downtown Richmond. "I am not a litigator. I don’t have a score card of wins and losses," says Johnston when asked about his significant achievements. "What I can show you is a large transaction book, with all the paper of a corporate deal, and say, ‘That was a successful deal.’"

The University of Virginia Law School graduate has spent very little time in a courtroom since receiving his degree in 1967. Johnston says he often teases the younger attorneys about his record with the U.S. Fourth Circuit Court of Appeals, "I tell them I’ve got a perfect record … 1-0."

The countless hours spent in boardrooms instead of courtrooms has left Johnston with a strong reputation among his peers. In addition to being the senior attorney and chair of the corporate, tax and securities practice group for Mays & Valentine, Johnston is among the top banking and corporate lawyers listed in "The Best Lawyers in America." Fellow lawyers have put Johnston on the list since its inception in 1983.

Competing law firms have noticed. Allen Goolsby, a top business attorney at Hunton & Williams, views Johnston as a common sense lawyer, who "gets it done. You don’t get a lot of posturing from Jay, he is solid as a rock … just an excellent lawyer. He is good in delicate situations where the lawyer can either help or hurt the situation … he always helps."

Among the companies Johnston has shepherded throughout the last 30 years are: First Merchant National Bank, Eskimo Pie, Southern States and most recently Dominion Resources.

Mergers and acquisitions have erased the existence of many of Johnston’s clients. First  & Merchants National Bank has since been folded into a bank that eventually became part of NationsBank. And in September, the $35.7 million sale of Eskimo Pie to CoolBrands International, a frozen dessert company based in Ontario, Canada, was completed. Johnston, a board member and stockholder, had taken the company public in 1992.

Johnston has also helped clear the path for the acquisition of commonwealth companies by non-Virginia firms. After challenging Virginia’s take-over laws in 1982 and winning on appeal to the U.S. Fourth Circuit Court, Johnston was asked to co-chair a Joint Bar Group to revise the Virginia Stock Corporation Act in 1984. At that time, Virginia’s laws were considered to be antiquated. "That was one of my most rewarding experiences," says Johnston.

Johnston has also found rewarding experiences outside of his office. Community service has included serving on the boards of Westminster-Canterbury Corp., The Valentine Museum, Westham Civic Association and most recently serving as vice-chair on the board of the Library of Virginia. Johnston, who grew up in Virginia and only left to attend Princeton University, which he graduated from in 1964, has a life-long love of history. "Jay has brought an enormous amount of experience in the historical and genealogical areas of the library," says Mary Ann Harmon, who is serving as the board’s chair. "He is always very interested and has something to bring to the table. … His knowledge is just marvelous. He is a true historian and he really enjoys it."

In addition to completing the Eskimo Pie sale, Johnston, 57, was involved in helping Dominion Resources, Virginia Power’s parent company, complete $3 billion in financing. "I won’t be getting to [retirement] anytime soon," muses Johnston after detailing his involvement with Dominion and Southern States. "I’ve got a list of what I’ll do when I retire … the practice is very full-time right now." Even so, Johnston, an avid reader, could see himself owning a used bookstore. "I do pretty well with people, I guess that is one reason I’m a good lawyer," he says. "I see what I do as a little bit like politics – politics being the art of doing what is necessary to accommodate all interests at the table."

Virginia Business - December 2000