{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-718.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-718.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-718.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-718.html"}],"law_id":78280,"edition_id":1,"section_id":78280,"structure_id":16429,"section_number":"13.1-718","catch_line":"Action on a plan of merger or share exchange","history":"Code 1950, \u00a7 13.1-70; 1956, c. 428; 1975, c. 500; 1985, c. 522; 1991, c. 109; 2005, c. 765; 2006, cc. 363, 663; 2007, c. 165; 2010, c. 782; 2015, c. 611; 2019, c. 734; 2020, c. 1226; 2021, Sp. Sess. I, c. 487.","full_text":"A\n\nSubject to the provisions of subdivision F 4, in the case of a domestic corporation that is (i) a party to a merger, (ii) an acquired entity in a share exchange, or (iii) the acquiring entity in a share exchange:1\n\nThe plan of merger or share exchange shall first be adopted by the board of directors.2\n\nExcept as provided in subsections F and G and in §§ 13.1-719 and 13.1-719.1, after adopting the plan of merger or share exchange the board of directors shall submit the plan to the shareholders for their approval. The board of directors shall also transmit to the shareholders a recommendation that the shareholders approve the plan or, in the case of an offer referred to in subsection G, that the shareholders tender their shares to the offeror in response to the offer, unless the board of directors makes a determination that because of conflicts of interest or other special circumstances it should not make such a recommendation, in which case the board of directors shall inform the shareholders of the basis for that determination.B\n\nThe board of directors may set conditions for the approval of the plan of merger or share exchange by the shareholders or the effectiveness of the plan of merger or share exchange.C\n\nIf the plan of merger or share exchange is required to be approved by the shareholders, and if the approval is to be given at a meeting, the corporation shall notify each shareholder, whether or not entitled to vote, of the meeting of shareholders at which the plan is to be submitted for approval. The notice shall state that the purpose, or one of the purposes, of the meeting is to consider the plan and shall contain or be accompanied by a copy or summary of the plan. If the corporation is to be merged into an existing domestic or foreign corporation or eligible entity and its shareholders are to receive shares or other eligible interests or the right to receive shares or other eligible interests in the survivor, the notice shall also include or be accompanied by a copy or summary of the articles of incorporation and bylaws or organic rules of the survivor. If the corporation is to be merged into a domestic or foreign corporation or eligible entity and a new domestic or foreign corporation or eligible entity is to be created pursuant to the merger, the notice shall include or be accompanied by a copy or a summary of the articles of incorporation and bylaws or organic rules of the new corporation or eligible entity.D\n\nUnless the articles of incorporation, or the board of directors acting pursuant to subsection B, require a greater vote, approval of the plan of merger or share exchange requires the approval of each voting group entitled to vote on the plan by more than two-thirds of all the votes entitled to be cast by that voting group. The articles of incorporation may provide for a greater or lesser vote than that provided for in this subsection or a vote by separate voting groups so long as the vote provided for is not less than a majority of all the votes cast on the plan by each voting group entitled to vote on the plan of merger or share exchange at a meeting at which a quorum of the voting group exists.E\n\nSeparate voting by voting groups is required:1\n\nExcept as otherwise provided in the articles of incorporation, on a plan of merger by each class or series of shares that:\n\t\t\t\ta. Is to be converted under the plan of merger into shares, other securities, eligible interests, obligations, rights to acquire shares, other securities or eligible interests, cash, other property, or any combination of the foregoing, or is proposed to be eliminated without being converted into any of the foregoing; or\n\t\t\t\tb. Would be entitled to vote as a separate group on a provision in the plan that, if contained in a proposed amendment to articles of incorporation, would require action by separate voting groups under § 13.1-708;2\n\nExcept as otherwise provided in the articles of incorporation, on a plan of share exchange, by each class or series of shares included in the exchange, with each class or series constituting a separate voting group;3\n\nOn a plan of merger, if the voting group is entitled under the articles of incorporation to vote as a voting group to approve a plan of merger; and4\n\nOn a plan of share exchange, if the voting group is entitled under the articles of incorporation to vote as a voting group to approve a plan of share exchange.F\n\nUnless the articles of incorporation otherwise provide, approval by the corporation’s shareholders of a plan of merger or share exchange is not required if:1\n\nThe corporation will survive the merger or is the acquiring corporation in a share exchange;2\n\nExcept for amendments permitted by § 13.1-706, its articles of incorporation will not be changed;3\n\nEach shareholder of the corporation whose shares were outstanding immediately before the effective time of the merger or share exchange will hold the same number of shares, with identical preferences, limitations, and rights immediately after the effective time of the merger or share exchange; and4\n\nWith respect to shares of the surviving corporation in a merger or the shares of the acquiring entity in a share exchange entity that are entitled to vote unconditionally in the election of directors, the number of shares outstanding immediately after the merger or share exchange, plus the number of shares issuable as a result of the merger or share exchange, either by the conversion of securities issued pursuant to the merger or share exchange or the exercise of options, rights, and warrants issued pursuant to the merger or share exchange, will not exceed by more than 20 percent the total number of shares of the surviving corporation outstanding immediately before the merger or share exchange.G\n\nUnless the articles of incorporation otherwise provide, approval by the corporation’s shareholders of a plan of merger or share exchange is not required if:1\n\nThe plan of merger or share exchange expressly (i) permits or requires such a merger or share exchange to be effected under this subsection and (ii) provides that such merger or share exchange be effected as soon as practicable following the consummation of the offer referred to in subdivision 3 if such merger or share exchange is effected under this subsection;2\n\nAnother party to the merger, the acquiring entity in the share exchange, or a parent of another party to the merger or the acquiring entity in the share exchange, makes an offer to purchase, on the terms provided in the plan of merger or share exchange, any and all of the outstanding shares of the corporation that, absent this subsection, would be entitled to vote on the plan of merger or share exchange, except that the offer may exclude shares of the corporation that are owned at the commencement of the offer by the corporation, the offeror, or any parent of the offeror, or by any wholly owned subsidiary of any of the foregoing;3\n\nThe offer discloses that the plan of merger or share exchange provides that the merger or share exchange will be effected as soon as practicable following the satisfaction of the requirement set forth in subdivision 6 and that the shares of the corporation that are not tendered in response to the offer will be treated as set forth in subdivision 8;4\n\nThe offer remains open for at least 10 business days;5\n\nThe offeror purchases all shares properly tendered in response to the offer and not properly withdrawn;6\n\nThe shares listed below are collectively entitled to cast at least the minimum number of votes on the merger or share exchange that, absent this subsection, would be required by this chapter and by the articles of incorporation for the approval of the merger or share exchange by the shareholders and by any other voting group entitled to vote on the merger or share exchange at a meeting at which all shares entitled to vote on the approval were present and voted:\n\t\t\t\ta. Shares purchased by the offeror in accordance with the offer;\n\t\t\t\tb. Shares otherwise owned by the offeror or by any parent of the offeror or any wholly owned subsidiary of any of the foregoing; and\n\t\t\t\tc. Shares subject to an agreement that they are to be transferred, contributed, or delivered to the offeror, any parent of the offeror, or any wholly owned subsidiary of any of the foregoing in exchange for shares or eligible interests in such offeror, parent, or subsidiary;7\n\nThe offeror or a wholly owned subsidiary of the offeror merges with or into, or effects a share exchange in which it acquires shares of, the corporation; and8\n\nEach outstanding share of each class or series of shares of the corporation that the offeror is offering to purchase in accordance with the offer, and that is not purchased in accordance with the offer, is to be converted in the merger into, or into the right to receive, or is to be exchanged in the share exchange for, or for the right to receive, the same amount and kind of securities, eligible interests, obligations, rights, cash, or other property to be paid or exchanged in accordance with the offer for each share of that class or series of shares that is tendered in response to the offer, except that shares of the corporation that are owned by the corporation or that are described in subdivision 6 a or c need not be converted into or exchanged for the consideration described in this subdivision.H\n\nAs used in subsections G and K:\n\t\t\t“Offer” means the offer referred to in subdivision 3.\n\t\t\t“Offeror” means the person making the offer.\n\t\t\t“Parent” of any entity means a person that owns, directly or indirectly, through one or more wholly owned subsidiaries, all of the outstanding shares or eligible interests in that entity.\n\t\t\t“Wholly owned subsidiary” of a person means an entity of or in which that person owns, directly or indirectly, through one or more wholly owned subsidiaries, all of the outstanding shares or eligible interests.I\n\nIf a corporation has not yet issued shares and its articles of incorporation do not otherwise provide, its board of directors may adopt and approve a plan of merger or share exchange on behalf of the corporation without shareholder action.J\n\nIf as a result of a merger or share exchange one or more shareholders of a domestic corporation would become subject to new interest holder liability, approval of the plan of merger or share exchange requires the signing in connection with the transaction, by each such shareholder, of a separate written consent to become subject to such new interest holder liability, unless in the case of a shareholder that already has interest holder liability with respect to such domestic corporation, (i) the new interest holder liability is with respect to a domestic or foreign corporation, which may be a different or the same domestic corporation in which the person is a shareholder, and (ii) the terms and conditions of the new interest holder liability are substantially identical to those of the existing interest holder liability, other than for changes that eliminate or reduce such interest holder liability.K\n\nShares tendered in response to an offer shall be deemed, for purposes of subsection G, to have been purchased in accordance with the offer at the earliest time as of which the offeror has irrevocably accepted those shares for payment and either (i) in the case of shares represented by certificates, the offeror, or the offeror’s designated depository or other agent, has physically received the certificates representing those shares or (ii) in the case of shares without certificates, those shares have been transferred into the account of the offeror or its designated depository or other agent, or an agent’s message relating to those shares has been received by the offeror or its designated depository or other agent.","order_by":null,"text":{"0":{"id":280604,"text":"Subject to the provisions of subdivision F 4, in the case of a domestic corporation that is (i) a party to a merger, (ii) an acquired entity in a share exchange, or (iii) the acquiring entity in a share exchange:","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"A1"},"1":{"id":280605,"text":"The plan of merger or share exchange shall first be adopted by the board of directors.","type":"section","prefixes":["A","1"],"prefix":"1","entire_prefix":"A1","prefix_anchor":"A1","level":2,"prior_prefix":"A","next_prefix":"A2"},"2":{"id":280606,"text":"Except as provided in subsections F and G and in §§ 13.1-719 and 13.1-719.1, after adopting the plan of merger or share exchange the board of directors shall submit the plan to the shareholders for their approval. The board of directors shall also transmit to the shareholders a recommendation that the shareholders approve the plan or, in the case of an offer referred to in subsection G, that the shareholders tender their shares to the offeror in response to the offer, unless the board of directors makes a determination that because of conflicts of interest or other special circumstances it should not make such a recommendation, in which case the board of directors shall inform the shareholders of the basis for that determination.","type":"section","prefixes":["A","2"],"prefix":"2","entire_prefix":"A2","prefix_anchor":"A2","level":2,"prior_prefix":"A1","next_prefix":"B"},"3":{"id":280607,"text":"The board of directors may set conditions for the approval of the plan of merger or share exchange by the shareholders or the effectiveness of the plan of merger or share exchange.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A2","next_prefix":"C"},"4":{"id":280608,"text":"If the plan of merger or share exchange is required to be approved by the shareholders, and if the approval is to be given at a meeting, the corporation shall notify each shareholder, whether or not entitled to vote, of the meeting of shareholders at which the plan is to be submitted for approval. The notice shall state that the purpose, or one of the purposes, of the meeting is to consider the plan and shall contain or be accompanied by a copy or summary of the plan. If the corporation is to be merged into an existing domestic or foreign corporation or eligible entity and its shareholders are to receive shares or other eligible interests or the right to receive shares or other eligible interests in the survivor, the notice shall also include or be accompanied by a copy or summary of the articles of incorporation and bylaws or organic rules of the survivor. If the corporation is to be merged into a domestic or foreign corporation or eligible entity and a new domestic or foreign corporation or eligible entity is to be created pursuant to the merger, the notice shall include or be accompanied by a copy or a summary of the articles of incorporation and bylaws or organic rules of the new corporation or eligible entity.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"D"},"5":{"id":280609,"text":"Unless the articles of incorporation, or the board of directors acting pursuant to subsection B, require a greater vote, approval of the plan of merger or share exchange requires the approval of each voting group entitled to vote on the plan by more than two-thirds of all the votes entitled to be cast by that voting group. The articles of incorporation may provide for a greater or lesser vote than that provided for in this subsection or a vote by separate voting groups so long as the vote provided for is not less than a majority of all the votes cast on the plan by each voting group entitled to vote on the plan of merger or share exchange at a meeting at which a quorum of the voting group exists.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C","next_prefix":"E"},"6":{"id":280610,"text":"Separate voting by voting groups is required:","type":"section","prefixes":["E"],"prefix":"E","entire_prefix":"E","prefix_anchor":"E","level":1,"prior_prefix":"D","next_prefix":"E1"},"7":{"id":280611,"text":"Except as otherwise provided in the articles of incorporation, on a plan of merger by each class or series of shares that:\n\t\t\t\ta. Is to be converted under the plan of merger into shares, other securities, eligible interests, obligations, rights to acquire shares, other securities or eligible interests, cash, other property, or any combination of the foregoing, or is proposed to be eliminated without being converted into any of the foregoing; or\n\t\t\t\tb. Would be entitled to vote as a separate group on a provision in the plan that, if contained in a proposed amendment to articles of incorporation, would require action by separate voting groups under § 13.1-708;","type":"section","prefixes":["E","1"],"prefix":"1","entire_prefix":"E1","prefix_anchor":"E1","level":2,"prior_prefix":"E","next_prefix":"E2"},"8":{"id":280612,"text":"Except as otherwise provided in the articles of incorporation, on a plan of share exchange, by each class or series of shares included in the exchange, with each class or series constituting a separate voting group;","type":"section","prefixes":["E","2"],"prefix":"2","entire_prefix":"E2","prefix_anchor":"E2","level":2,"prior_prefix":"E1","next_prefix":"E3"},"9":{"id":280613,"text":"On a plan of merger, if the voting group is entitled under the articles of incorporation to vote as a voting group to approve a plan of merger; and","type":"section","prefixes":["E","3"],"prefix":"3","entire_prefix":"E3","prefix_anchor":"E3","level":2,"prior_prefix":"E2","next_prefix":"E4"},"10":{"id":280614,"text":"On a plan of share exchange, if the voting group is entitled under the articles of incorporation to vote as a voting group to approve a plan of share exchange.","type":"section","prefixes":["E","4"],"prefix":"4","entire_prefix":"E4","prefix_anchor":"E4","level":2,"prior_prefix":"E3","next_prefix":"F"},"11":{"id":280615,"text":"Unless the articles of incorporation otherwise provide, approval by the corporation’s shareholders of a plan of merger or share exchange is not required if:","type":"section","prefixes":["F"],"prefix":"F","entire_prefix":"F","prefix_anchor":"F","level":1,"prior_prefix":"E4","next_prefix":"F1"},"12":{"id":280616,"text":"The corporation will survive the merger or is the acquiring corporation in a share exchange;","type":"section","prefixes":["F","1"],"prefix":"1","entire_prefix":"F1","prefix_anchor":"F1","level":2,"prior_prefix":"F","next_prefix":"F2"},"13":{"id":280617,"text":"Except for amendments permitted by § 13.1-706, its articles of incorporation will not be changed;","type":"section","prefixes":["F","2"],"prefix":"2","entire_prefix":"F2","prefix_anchor":"F2","level":2,"prior_prefix":"F1","next_prefix":"F3"},"14":{"id":280618,"text":"Each shareholder of the corporation whose shares were outstanding immediately before the effective time of the merger or share exchange will hold the same number of shares, with identical preferences, limitations, and rights immediately after the effective time of the merger or share exchange; and","type":"section","prefixes":["F","3"],"prefix":"3","entire_prefix":"F3","prefix_anchor":"F3","level":2,"prior_prefix":"F2","next_prefix":"F4"},"15":{"id":280619,"text":"With respect to shares of the surviving corporation in a merger or the shares of the acquiring entity in a share exchange entity that are entitled to vote unconditionally in the election of directors, the number of shares outstanding immediately after the merger or share exchange, plus the number of shares issuable as a result of the merger or share exchange, either by the conversion of securities issued pursuant to the merger or share exchange or the exercise of options, rights, and warrants issued pursuant to the merger or share exchange, will not exceed by more than 20 percent the total number of shares of the surviving corporation outstanding immediately before the merger or share exchange.","type":"section","prefixes":["F","4"],"prefix":"4","entire_prefix":"F4","prefix_anchor":"F4","level":2,"prior_prefix":"F3","next_prefix":"G"},"16":{"id":280620,"text":"Unless the articles of incorporation otherwise provide, approval by the corporation’s shareholders of a plan of merger or share exchange is not required if:","type":"section","prefixes":["G"],"prefix":"G","entire_prefix":"G","prefix_anchor":"G","level":1,"prior_prefix":"F4","next_prefix":"G1"},"17":{"id":280621,"text":"The plan of merger or share exchange expressly (i) permits or requires such a merger or share exchange to be effected under this subsection and (ii) provides that such merger or share exchange be effected as soon as practicable following the consummation of the offer referred to in subdivision 3 if such merger or share exchange is effected under this subsection;","type":"section","prefixes":["G","1"],"prefix":"1","entire_prefix":"G1","prefix_anchor":"G1","level":2,"prior_prefix":"G","next_prefix":"G2"},"18":{"id":280622,"text":"Another party to the merger, the acquiring entity in the share exchange, or a parent of another party to the merger or the acquiring entity in the share exchange, makes an offer to purchase, on the terms provided in the plan of merger or share exchange, any and all of the outstanding shares of the corporation that, absent this subsection, would be entitled to vote on the plan of merger or share exchange, except that the offer may exclude shares of the corporation that are owned at the commencement of the offer by the corporation, the offeror, or any parent of the offeror, or by any wholly owned subsidiary of any of the foregoing;","type":"section","prefixes":["G","2"],"prefix":"2","entire_prefix":"G2","prefix_anchor":"G2","level":2,"prior_prefix":"G1","next_prefix":"G3"},"19":{"id":280623,"text":"The offer discloses that the plan of merger or share exchange provides that the merger or share exchange will be effected as soon as practicable following the satisfaction of the requirement set forth in subdivision 6 and that the shares of the corporation that are not tendered in response to the offer will be treated as set forth in subdivision 8;","type":"section","prefixes":["G","3"],"prefix":"3","entire_prefix":"G3","prefix_anchor":"G3","level":2,"prior_prefix":"G2","next_prefix":"G4"},"20":{"id":280624,"text":"The offer remains open for at least 10 business days;","type":"section","prefixes":["G","4"],"prefix":"4","entire_prefix":"G4","prefix_anchor":"G4","level":2,"prior_prefix":"G3","next_prefix":"G5"},"21":{"id":280625,"text":"The offeror purchases all shares properly tendered in response to the offer and not properly withdrawn;","type":"section","prefixes":["G","5"],"prefix":"5","entire_prefix":"G5","prefix_anchor":"G5","level":2,"prior_prefix":"G4","next_prefix":"G6"},"22":{"id":280626,"text":"The shares listed below are collectively entitled to cast at least the minimum number of votes on the merger or share exchange that, absent this subsection, would be required by this chapter and by the articles of incorporation for the approval of the merger or share exchange by the shareholders and by any other voting group entitled to vote on the merger or share exchange at a meeting at which all shares entitled to vote on the approval were present and voted:\n\t\t\t\ta. Shares purchased by the offeror in accordance with the offer;\n\t\t\t\tb. Shares otherwise owned by the offeror or by any parent of the offeror or any wholly owned subsidiary of any of the foregoing; and\n\t\t\t\tc. Shares subject to an agreement that they are to be transferred, contributed, or delivered to the offeror, any parent of the offeror, or any wholly owned subsidiary of any of the foregoing in exchange for shares or eligible interests in such offeror, parent, or subsidiary;","type":"section","prefixes":["G","6"],"prefix":"6","entire_prefix":"G6","prefix_anchor":"G6","level":2,"prior_prefix":"G5","next_prefix":"G7"},"23":{"id":280627,"text":"The offeror or a wholly owned subsidiary of the offeror merges with or into, or effects a share exchange in which it acquires shares of, the corporation; and","type":"section","prefixes":["G","7"],"prefix":"7","entire_prefix":"G7","prefix_anchor":"G7","level":2,"prior_prefix":"G6","next_prefix":"G8"},"24":{"id":280628,"text":"Each outstanding share of each class or series of shares of the corporation that the offeror is offering to purchase in accordance with the offer, and that is not purchased in accordance with the offer, is to be converted in the merger into, or into the right to receive, or is to be exchanged in the share exchange for, or for the right to receive, the same amount and kind of securities, eligible interests, obligations, rights, cash, or other property to be paid or exchanged in accordance with the offer for each share of that class or series of shares that is tendered in response to the offer, except that shares of the corporation that are owned by the corporation or that are described in subdivision 6 a or c need not be converted into or exchanged for the consideration described in this subdivision.","type":"section","prefixes":["G","8"],"prefix":"8","entire_prefix":"G8","prefix_anchor":"G8","level":2,"prior_prefix":"G7","next_prefix":"H"},"25":{"id":280629,"text":"As used in subsections G and K:\n\t\t\t“Offer” means the offer referred to in subdivision 3.\n\t\t\t“Offeror” means the person making the offer.\n\t\t\t“Parent” of any entity means a person that owns, directly or indirectly, through one or more wholly owned subsidiaries, all of the outstanding shares or eligible interests in that entity.\n\t\t\t“Wholly owned subsidiary” of a person means an entity of or in which that person owns, directly or indirectly, through one or more wholly owned subsidiaries, all of the outstanding shares or eligible interests.","type":"section","prefixes":["H"],"prefix":"H","entire_prefix":"H","prefix_anchor":"H","level":1,"prior_prefix":"G8","next_prefix":"I"},"26":{"id":280630,"text":"If a corporation has not yet issued shares and its articles of incorporation do not otherwise provide, its board of directors may adopt and approve a plan of merger or share exchange on behalf of the corporation without shareholder action.","type":"section","prefixes":["I"],"prefix":"I","entire_prefix":"I","prefix_anchor":"I","level":1,"prior_prefix":"H","next_prefix":"J"},"27":{"id":280631,"text":"If as a result of a merger or share exchange one or more shareholders of a domestic corporation would become subject to new interest holder liability, approval of the plan of merger or share exchange requires the signing in connection with the transaction, by each such shareholder, of a separate written consent to become subject to such new interest holder liability, unless in the case of a shareholder that already has interest holder liability with respect to such domestic corporation, (i) the new interest holder liability is with respect to a domestic or foreign corporation, which may be a different or the same domestic corporation in which the person is a shareholder, and (ii) the terms and conditions of the new interest holder liability are substantially identical to those of the existing interest holder liability, other than for changes that eliminate or reduce such interest holder liability.","type":"section","prefixes":["J"],"prefix":"J","entire_prefix":"J","prefix_anchor":"J","level":1,"prior_prefix":"I","next_prefix":"K"},"28":{"id":280632,"text":"Shares tendered in response to an offer shall be deemed, for purposes of subsection G, to have been purchased in accordance with the offer at the earliest time as of which the offeror has irrevocably accepted those shares for payment and either (i) in the case of shares represented by certificates, the offeror, or the offeror’s designated depository or other agent, has physically received the certificates representing those shares or (ii) in the case of shares without certificates, those shares have been transferred into the account of the offeror or its designated depository or other agent, or an agent’s message relating to those shares has been received by the offeror or its designated depository or other agent.","type":"section","prefixes":["K"],"prefix":"K","entire_prefix":"K","prefix_anchor":"K","level":1,"prior_prefix":"J"}},"ancestry":[{"id":16429,"edition_id":1,"name":"Mergers and Share Exchanges","identifier":"12","label":"article","depth":3,"order_by":1,"parent_id":12983,"metadata":{},"date_created":"2026-06-26 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03:43:51","permalink":{"id":147493,"object_type":"structure","relational_id":12744,"identifier":"13.1","token":"13.1","url":"\/13.1\/","edition_id":1,"permalink":0,"preferred":1}}],"structure_contents":[{"id":85057,"structure_id":16429,"section_number":"13.1-715.1","catch_line":"Definitions","url":"\/13.1-715.1\/","token":"13.1\/9\/12\/13.1-715.1","metadata":false},{"id":73648,"structure_id":16429,"section_number":"13.1-716","catch_line":"Merger","url":"\/13.1-716\/","token":"13.1\/9\/12\/13.1-716","metadata":false},{"id":82947,"structure_id":16429,"section_number":"13.1-717","catch_line":"Share exchange","url":"\/13.1-717\/","token":"13.1\/9\/12\/13.1-717","metadata":false},{"id":78280,"structure_id":16429,"section_number":"13.1-718","catch_line":"Action on a plan of merger or share exchange","url":"\/13.1-718\/","token":"13.1\/9\/12\/13.1-718","metadata":false},{"id":76745,"structure_id":16429,"section_number":"13.1-719","catch_line":"Merger between parent and subsidiary or between subsidiaries","url":"\/13.1-719\/","token":"13.1\/9\/12\/13.1-719","metadata":false},{"id":69231,"structure_id":16429,"section_number":"13.1-719.1","catch_line":"Formation of a holding company","url":"\/13.1-719.1\/","token":"13.1\/9\/12\/13.1-719.1","metadata":false},{"id":68388,"structure_id":16429,"section_number":"13.1-720","catch_line":"Articles of merger or share exchange","url":"\/13.1-720\/","token":"13.1\/9\/12\/13.1-720","metadata":false},{"id":71539,"structure_id":16429,"section_number":"13.1-721","catch_line":"Effect of merger or share exchange","url":"\/13.1-721\/","token":"13.1\/9\/12\/13.1-721","metadata":false},{"id":76924,"structure_id":16429,"section_number":"13.1-721.1","catch_line":"Abandonment of a merger or share exchange","url":"\/13.1-721.1\/","token":"13.1\/9\/12\/13.1-721.1","metadata":false}],"previous_section":{"id":82947,"structure_id":16429,"section_number":"13.1-717","catch_line":"Share exchange","url":"\/13.1-717\/","token":"13.1\/9\/12\/13.1-717","metadata":false},"next_section":{"id":76745,"structure_id":16429,"section_number":"13.1-719","catch_line":"Merger between parent and subsidiary or between subsidiaries","url":"\/13.1-719\/","token":"13.1\/9\/12\/13.1-719","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-718\/","history_text":"

The record of this law\u2019s original creation isn\u2019t available online. It has been modified 11 times. Those modifications are cataloged by \u201cThe Acts of Assembly,\u201d a state publication, by year and chapter. Those modifications that can be read on the General Assembly\u2019s website will be linked accordingly. Those modifications are as follows: in 1956, chapter 428; in 1975, chapter 500; in 1985, chapter 522; in 1991, chapter 109; in 2005, chapter 765<\/a>; in 2006, chapters 363<\/a> and 663<\/a>; in 2007, chapter 165<\/a>; in 2010, chapter 782<\/a>; in 2015, chapter 611<\/a>; in 2019, chapter 734<\/a>; in 2020, chapter 1226<\/a>.<\/p>","references":[{"id":79230,"section_number":"13.1-604.1","catch_line":"Filings with the Commission pursuant to reorganization","order_by":null,"url":"\/13.1-604.1\/"},{"id":65588,"section_number":"13.1-730","catch_line":"Right to appraisal","order_by":null,"url":"\/13.1-730\/"},{"id":87218,"section_number":"13.1-732","catch_line":"Notice of appraisal rights","order_by":null,"url":"\/13.1-732\/"},{"id":58466,"section_number":"13.1-733","catch_line":"Notice of intent to demand payment","order_by":null,"url":"\/13.1-733\/"},{"id":54774,"section_number":"54.1-2353","catch_line":"Protection of the interests of associations; appointment of receiver for common interest community manager","order_by":null,"url":"\/54.1-2353\/"},{"id":61378,"section_number":"6.2-1205","catch_line":"Merger, consolidation or transfer of assets of insolvent or financially unstable savings institution; notice and hearing; final order; priorities; examinations of resulting institutions","order_by":null,"url":"\/6.2-1205\/"},{"id":64972,"section_number":"6.2-914","catch_line":"Merger or transfer of assets of insolvent bank","order_by":null,"url":"\/6.2-914\/"}],"refers_to":[{"id":55616,"section_number":"13.1-706","catch_line":"Amendment of articles of incorporation by the board of directors","order_by":null,"url":"\/13.1-706\/"},{"id":79625,"section_number":"13.1-708","catch_line":"Voting on amendments by voting groups","order_by":null,"url":"\/13.1-708\/"},{"id":76745,"section_number":"13.1-719","catch_line":"Merger between parent and subsidiary or between subsidiaries","order_by":null,"url":"\/13.1-719\/"},{"id":69231,"section_number":"13.1-719.1","catch_line":"Formation of a holding company","order_by":null,"url":"\/13.1-719.1\/"}],"permalink":{"id":150371,"object_type":"law","relational_id":78280,"identifier":"13.1-718","token":"13.1\/9\/12\/13.1-718","url":"\/13.1-718\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-718\/","token":"13.1\/9\/12\/13.1-718","dublin_core":{"Title":"Action on a plan of merger or share exchange","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-718","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> Subject to the provisions of subdivision F 4, in the case of a domestic corporation<\/span> that is (i) a party to a merger<\/span>, (ii) an acquired entity<\/span> in a share exchange<\/span>, or (iii) the acquiring entity<\/span> in a share exchange<\/span>: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The plan of merger or share exchange<\/span> shall first be adopted by the board of directors. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> Except as provided in subsections F and G and in §§ 13.1-719<\/a> and 13.1-719.1<\/a>, after adopting the plan of merger or share exchange<\/span> the board of directors shall submit the plan to the shareholders<\/span> for their approval. The board of directors shall also transmit to the shareholders<\/span> a recommendation that the shareholders<\/span> approve the plan or, in the case of an offer<\/span> referred to in subsection G, that the shareholders<\/span> tender their shares<\/span> to the offeror<\/span> in response to the offer<\/span>, unless the board of directors makes a determination that because of conflicts of interest<\/span> or other special circumstances it should not make such a recommendation, in which case the board of directors shall inform the shareholders<\/span> of the basis for that determination. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> The board of directors may set conditions for the approval of the plan of merger or share exchange<\/span> by the shareholders<\/span> or the effectiveness of the plan of merger or share exchange<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> If the plan of merger or share exchange<\/span> is required to be approved by the shareholders<\/span>, and if the approval is to be given at a meeting, the corporation shall notify each shareholder<\/span>, whether or not entitled to vote, of the meeting of shareholders<\/span> at which the plan is to be submitted for approval. The notice shall state<\/span> that the purpose, or one of the purposes, of the meeting is to consider the plan and shall contain or be accompanied by a copy or summary of the plan. If the corporation is to be merged into an existing domestic or foreign corporation<\/span> or eligible entity<\/span> and its shareholders<\/span> are to receive shares<\/span> or other eligible interests<\/span> or the right to receive shares<\/span> or other eligible interests<\/span> in the survivor<\/span>, the notice shall also include or be accompanied by a copy or summary of the articles of incorporation<\/span> and bylaws or organic rules<\/span> of the survivor<\/span>. If the corporation is to be merged into a domestic or foreign corporation<\/span> or eligible entity<\/span> and a new domestic or foreign corporation<\/span> or eligible entity<\/span> is to be created pursuant to the merger, the notice shall include or be accompanied by a copy or a summary of the articles of incorporation<\/span> and bylaws or organic rules<\/span> of the new corporation or eligible entity<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> Unless the articles of incorporation<\/span>, or the board of directors acting pursuant to subsection B, require a greater vote, approval of the plan of merger or share exchange<\/span> requires the approval of each voting group<\/span> entitled to vote on the plan by more than two-thirds of all the votes entitled to be cast by that voting group<\/span>. The articles of incorporation<\/span> may provide for a greater or lesser vote than that provided for in this subsection or a vote by separate voting groups<\/span> so long as the vote provided for is not less than a majority of all the votes cast on the plan by each voting group<\/span> entitled to vote on the plan of merger or share exchange<\/span> at a meeting at which a quorum of the voting group<\/span> exists. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

E.<\/span> Separate voting by voting groups<\/span> is required: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> Except as otherwise provided in the articles of incorporation<\/span>, on a plan of merger by each class or series of shares<\/span> that:\n\t\t\t\ta. Is to be converted under the plan of merger into shares<\/span>, other securities, eligible interests<\/span>, obligations, rights to acquire shares<\/span>, other securities or eligible interests<\/span>, cash, other property, or any combination of the foregoing, or is proposed to be eliminated without being converted into any of the foregoing; or\n\t\t\t\tb. Would be entitled to vote as a separate group on a provision in the plan that, if contained in a proposed amendment to articles of incorporation<\/span>, would require action by separate voting groups<\/span> under § 13.1-708<\/a>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> Except as otherwise provided in the articles of incorporation<\/span>, on a plan of share exchange<\/span>, by each class or series of shares<\/span> included in the exchange, with each class or series constituting a separate voting group<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> On a plan of merger, if the voting group<\/span> is entitled under the articles of incorporation<\/span> to vote as a voting group<\/span> to approve a plan of merger; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> On a plan of share exchange<\/span>, if the voting group<\/span> is entitled under the articles of incorporation<\/span> to vote as a voting group<\/span> to approve a plan of share exchange<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

F.<\/span> Unless the articles of incorporation<\/span> otherwise provide, approval by the corporation’s shareholders<\/span> of a plan of merger or share exchange<\/span> is not required if: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The corporation will survive the merger or is the acquiring corporation in a share exchange<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> Except for amendments permitted by § 13.1-706<\/a>, its articles of incorporation<\/span> will not be changed; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> Each shareholder<\/span> of the corporation whose shares<\/span> were outstanding immediately before the effective time of the merger or share exchange<\/span> will hold the same number of shares<\/span>, with identical preferences, limitations, and rights immediately after the effective time of the merger or share exchange<\/span>; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> With respect to shares<\/span> of the surviving corporation in a merger or the shares<\/span> of the acquiring entity<\/span> in a share exchange<\/span> entity that are entitled to vote unconditionally in the election of directors, the number of shares<\/span> outstanding immediately after the merger or share exchange<\/span>, plus the number of shares<\/span> issuable as a result of the merger or share exchange<\/span>, either by the conversion of securities issued pursuant to the merger or share exchange<\/span> or the exercise of options, rights, and warrants issued pursuant to the merger or share exchange<\/span>, will not exceed by more than 20 percent the total number of shares<\/span> of the surviving corporation outstanding immediately before the merger or share exchange<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

G.<\/span> Unless the articles of incorporation<\/span> otherwise provide, approval by the corporation’s shareholders<\/span> of a plan of merger or share exchange<\/span> is not required if: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The plan of merger or share exchange<\/span> expressly (i) permits or requires such a merger or share exchange<\/span> to be effected under this subsection and (ii) provides that such merger or share exchange<\/span> be effected as soon as practicable following the consummation of the offer<\/span> referred to in subdivision 3 if such merger or share exchange<\/span> is effected under this subsection; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> Another party to the merger, the acquiring entity<\/span> in the share exchange<\/span>, or a parent<\/span> of another party to the merger or the acquiring entity<\/span> in the share exchange<\/span>, makes an offer<\/span> to purchase, on the terms provided in the plan of merger or share exchange<\/span>, any and all of the outstanding shares<\/span> of the corporation that, absent this subsection, would be entitled to vote on the plan of merger or share exchange<\/span>, except that the offer<\/span> may exclude shares<\/span> of the corporation that are owned at the commencement of the offer<\/span> by the corporation, the offeror<\/span>, or any parent<\/span> of the offeror<\/span>, or by any wholly owned subsidiary<\/span> of any of the foregoing; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> The offer<\/span> discloses that the plan of merger or share exchange<\/span> provides that the merger or share exchange<\/span> will be effected as soon as practicable following the satisfaction of the requirement set forth in subdivision 6 and that the shares<\/span> of the corporation that are not tendered in response to the offer<\/span> will be treated as set forth in subdivision 8; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> The offer<\/span> remains open for at least 10 business days; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> The offeror<\/span> purchases all shares<\/span> properly tendered in response to the offer<\/span> and not properly withdrawn; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

6.<\/span> The shares<\/span> listed below are collectively entitled to cast at least the minimum number of votes on the merger or share exchange<\/span> that, absent this subsection, would be required by this chapter and by the articles of incorporation<\/span> for the approval of the merger or share exchange<\/span> by the shareholders<\/span> and by any other voting group<\/span> entitled to vote on the merger or share exchange<\/span> at a meeting at which all shares<\/span> entitled to vote on the approval were present and voted:\n\t\t\t\ta. Shares<\/span> purchased by the offeror<\/span> in accordance with the offer<\/span>;\n\t\t\t\tb. Shares<\/span> otherwise owned by the offeror<\/span> or by any parent<\/span> of the offeror<\/span> or any wholly owned subsidiary<\/span> of any of the foregoing; and\n\t\t\t\tc. Shares<\/span> subject to an agreement that they are to be transferred, contributed, or delivered to the offeror<\/span>, any parent<\/span> of the offeror<\/span>, or any wholly owned subsidiary<\/span> of any of the foregoing in exchange for shares<\/span> or eligible interests<\/span> in such offeror<\/span>, parent<\/span>, or subsidiary; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

7.<\/span> The offeror<\/span> or a wholly owned subsidiary<\/span> of the offeror<\/span> merges with or into, or effects a share exchange<\/span> in which it acquires shares<\/span> of, the corporation; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

8.<\/span> Each outstanding share of each class or series of shares<\/span> of the corporation that the offeror<\/span> is offering to purchase in accordance with the offer<\/span>, and that is not purchased in accordance with the offer<\/span>, is to be converted in the merger into, or into the right to receive, or is to be exchanged in the share exchange<\/span> for, or for the right to receive, the same amount and kind of securities, eligible interests<\/span>, obligations, rights, cash, or other property to be paid or exchanged in accordance with the offer<\/span> for each share of that class or series of shares<\/span> that is tendered in response to the offer<\/span>, except that shares<\/span> of the corporation that are owned by the corporation or that are described in subdivision 6 a or c need not be converted into or exchanged for the consideration described in this subdivision. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

H.<\/span> As used in subsections G and K:\n\t\t\t“Offer<\/span>” means the offer<\/span> referred to in subdivision 3.\n\t\t\t“Offeror<\/span>” means the person<\/span> making the offer<\/span>.\n\t\t\t“Parent<\/span>” of any entity means a person<\/span> that owns, directly or indirectly, through one or more wholly owned subsidiaries, all of the outstanding shares<\/span> or eligible interests<\/span> in that entity.\n\t\t\t“Wholly owned subsidiary<\/span>” of a person<\/span> means an entity of or in which that person<\/span> owns, directly or indirectly, through one or more wholly owned subsidiaries, all of the outstanding shares<\/span> or eligible interests<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

I.<\/span> If a corporation has not yet issued shares<\/span> and its articles of incorporation<\/span> do not otherwise provide, its board of directors may adopt and approve a plan of merger or share exchange<\/span> on behalf of the corporation without shareholder<\/span> action. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

J.<\/span> If as a result of a merger or share exchange<\/span> one or more shareholders<\/span> of a domestic corporation<\/span> would become subject to new interest holder liability<\/span>, approval of the plan of merger or share exchange<\/span> requires the signing in connection with the transaction, by each such shareholder<\/span>, of a separate written<\/span> consent to become subject to such new interest holder liability<\/span>, unless in the case of a shareholder<\/span> that already has interest holder liability with respect to such domestic corporation<\/span>, (i) the new interest holder liability<\/span> is with respect to a domestic or foreign corporation<\/span>, which may be a different or the same domestic corporation<\/span> in which the person<\/span> is a shareholder<\/span>, and (ii) the terms and conditions of the new interest holder liability<\/span> are substantially identical to those of the existing interest holder liability, other than for changes that eliminate or reduce such interest holder liability. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

K.<\/span> Shares<\/span> tendered in response to an offer<\/span> shall be deemed, for purposes of subsection G, to have been purchased in accordance with the offer<\/span> at the earliest time as of which the offeror<\/span> has irrevocably accepted those shares<\/span> for payment and either (i) in the case of shares<\/span> represented by certificates, the offeror<\/span>, or the offeror<\/span>’s designated depository or other agent, has physically received the certificates representing those shares<\/span> or (ii) in the case of shares<\/span> without certificates, those shares<\/span> have been transferred into the account of the offeror<\/span> or its designated depository or other agent, or an agent’s message relating to those shares<\/span> has been received by the offeror<\/span> or its designated depository or other agent. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nACTION ON A PLAN OF MERGER OR SHARE EXCHANGE (\u00a7 13.1-718)\n\nA. Subject to the provisions of subdivision F 4, in the case of a domestic\ncorporation that is (i) a party to a merger, (ii) an acquired entity in a share\nexchange, or (iii) the acquiring entity in a share exchange:\n\n 1. The plan of merger or share exchange shall first be adopted by the board of\n directors.\n\n 2. Except as provided in subsections F and G and in §§ 13.1-719 and\n 13.1-719.1, after adopting the plan of merger or share exchange the board of\n directors shall submit the plan to the shareholders for their approval. The\n board of directors shall also transmit to the shareholders a recommendation\n that the shareholders approve the plan or, in the case of an offer referred to\n in subsection G, that the shareholders tender their shares to the offeror in\n response to the offer, unless the board of directors makes a determination\n that because of conflicts of interest or other special circumstances it should\n not make such a recommendation, in which case the board of directors shall\n inform the shareholders of the basis for that determination.\n\nB. The board of directors may set conditions for the approval of the plan of\nmerger or share exchange by the shareholders or the effectiveness of the plan of\nmerger or share exchange.\n\nC. If the plan of merger or share exchange is required to be approved by the\nshareholders, and if the approval is to be given at a meeting, the corporation\nshall notify each shareholder, whether or not entitled to vote, of the meeting\nof shareholders at which the plan is to be submitted for approval. The notice\nshall state that the purpose, or one of the purposes, of the meeting is to\nconsider the plan and shall contain or be accompanied by a copy or summary of\nthe plan. If the corporation is to be merged into an existing domestic or\nforeign corporation or eligible entity and its shareholders are to receive\nshares or other eligible interests or the right to receive shares or other\neligible interests in the survivor, the notice shall also include or be\naccompanied by a copy or summary of the articles of incorporation and bylaws or\norganic rules of the survivor. If the corporation is to be merged into a\ndomestic or foreign corporation or eligible entity and a new domestic or foreign\ncorporation or eligible entity is to be created pursuant to the merger, the\nnotice shall include or be accompanied by a copy or a summary of the articles of\nincorporation and bylaws or organic rules of the new corporation or eligible\nentity.\n\nD. Unless the articles of incorporation, or the board of directors acting\npursuant to subsection B, require a greater vote, approval of the plan of merger\nor share exchange requires the approval of each voting group entitled to vote on\nthe plan by more than two-thirds of all the votes entitled to be cast by that\nvoting group. The articles of incorporation may provide for a greater or lesser\nvote than that provided for in this subsection or a vote by separate voting\ngroups so long as the vote provided for is not less than a majority of all the\nvotes cast on the plan by each voting group entitled to vote on the plan of\nmerger or share exchange at a meeting at which a quorum of the voting group\nexists.\n\nE. Separate voting by voting groups is required:\n\n 1. Except as otherwise provided in the articles of incorporation, on a plan of\n merger by each class or series of shares that:\n \t\t\t\ta. Is to be converted under the plan of merger into shares, other\n securities, eligible interests, obligations, rights to acquire shares, other\n securities or eligible interests, cash, other property, or any combination of\n the foregoing, or is proposed to be eliminated without being converted into\n any of the foregoing; or\n \t\t\t\tb. Would be entitled to vote as a separate group on a provision in the\n plan that, if contained in a proposed amendment to articles of incorporation,\n would require action by separate voting groups under § 13.1-708;\n\n 2. Except as otherwise provided in the articles of incorporation, on a plan of\n share exchange, by each class or series of shares included in the exchange,\n with each class or series constituting a separate voting group;\n\n 3. On a plan of merger, if the voting group is entitled under the articles of\n incorporation to vote as a voting group to approve a plan of merger; and\n\n 4. On a plan of share exchange, if the voting group is entitled under the\n articles of incorporation to vote as a voting group to approve a plan of share\n exchange.\n\nF. Unless the articles of incorporation otherwise provide, approval by the\ncorporation’s shareholders of a plan of merger or share exchange is not\nrequired if:\n\n 1. The corporation will survive the merger or is the acquiring corporation in\n a share exchange;\n\n 2. Except for amendments permitted by § 13.1-706, its articles of\n incorporation will not be changed;\n\n 3. Each shareholder of the corporation whose shares were outstanding\n immediately before the effective time of the merger or share exchange will\n hold the same number of shares, with identical preferences, limitations, and\n rights immediately after the effective time of the merger or share exchange;\n and\n\n 4. With respect to shares of the surviving corporation in a merger or the\n shares of the acquiring entity in a share exchange entity that are entitled to\n vote unconditionally in the election of directors, the number of shares\n outstanding immediately after the merger or share exchange, plus the number of\n shares issuable as a result of the merger or share exchange, either by the\n conversion of securities issued pursuant to the merger or share exchange or\n the exercise of options, rights, and warrants issued pursuant to the merger or\n share exchange, will not exceed by more than 20 percent the total number of\n shares of the surviving corporation outstanding immediately before the merger\n or share exchange.\n\nG. Unless the articles of incorporation otherwise provide, approval by the\ncorporation’s shareholders of a plan of merger or share exchange is not\nrequired if:\n\n 1. The plan of merger or share exchange expressly (i) permits or requires such\n a merger or share exchange to be effected under this subsection and (ii)\n provides that such merger or share exchange be effected as soon as practicable\n following the consummation of the offer referred to in subdivision 3 if such\n merger or share exchange is effected under this subsection;\n\n 2. Another party to the merger, the acquiring entity in the share exchange, or\n a parent of another party to the merger or the acquiring entity in the share\n exchange, makes an offer to purchase, on the terms provided in the plan of\n merger or share exchange, any and all of the outstanding shares of the\n corporation that, absent this subsection, would be entitled to vote on the\n plan of merger or share exchange, except that the offer may exclude shares of\n the corporation that are owned at the commencement of the offer by the\n corporation, the offeror, or any parent of the offeror, or by any wholly owned\n subsidiary of any of the foregoing;\n\n 3. The offer discloses that the plan of merger or share exchange provides that\n the merger or share exchange will be effected as soon as practicable following\n the satisfaction of the requirement set forth in subdivision 6 and that the\n shares of the corporation that are not tendered in response to the offer will\n be treated as set forth in subdivision 8;\n\n 4. The offer remains open for at least 10 business days;\n\n 5. The offeror purchases all shares properly tendered in response to the offer\n and not properly withdrawn;\n\n 6. The shares listed below are collectively entitled to cast at least the\n minimum number of votes on the merger or share exchange that, absent this\n subsection, would be required by this chapter and by the articles of\n incorporation for the approval of the merger or share exchange by the\n shareholders and by any other voting group entitled to vote on the merger or\n share exchange at a meeting at which all shares entitled to vote on the\n approval were present and voted:\n \t\t\t\ta. Shares purchased by the offeror in accordance with the offer;\n \t\t\t\tb. Shares otherwise owned by the offeror or by any parent of the offeror\n or any wholly owned subsidiary of any of the foregoing; and\n \t\t\t\tc. Shares subject to an agreement that they are to be transferred,\n contributed, or delivered to the offeror, any parent of the offeror, or any\n wholly owned subsidiary of any of the foregoing in exchange for shares or\n eligible interests in such offeror, parent, or subsidiary;\n\n 7. The offeror or a wholly owned subsidiary of the offeror merges with or\n into, or effects a share exchange in which it acquires shares of, the\n corporation; and\n\n 8. Each outstanding share of each class or series of shares of the corporation\n that the offeror is offering to purchase in accordance with the offer, and\n that is not purchased in accordance with the offer, is to be converted in the\n merger into, or into the right to receive, or is to be exchanged in the share\n exchange for, or for the right to receive, the same amount and kind of\n securities, eligible interests, obligations, rights, cash, or other property\n to be paid or exchanged in accordance with the offer for each share of that\n class or series of shares that is tendered in response to the offer, except\n that shares of the corporation that are owned by the corporation or that are\n described in subdivision 6 a or c need not be converted into or exchanged for\n the consideration described in this subdivision.\n\nH. As used in subsections G and K:\n\t\t\t“Offer” means the offer referred to in subdivision 3.\n\t\t\t“Offeror” means the person making the offer.\n\t\t\t“Parent” of any entity means a person that owns, directly or\nindirectly, through one or more wholly owned subsidiaries, all of the\noutstanding shares or eligible interests in that entity.\n\t\t\t“Wholly owned subsidiary” of a person means an entity of or in\nwhich that person owns, directly or indirectly, through one or more wholly owned\nsubsidiaries, all of the outstanding shares or eligible interests.\n\nI. If a corporation has not yet issued shares and its articles of incorporation\ndo not otherwise provide, its board of directors may adopt and approve a plan of\nmerger or share exchange on behalf of the corporation without shareholder\naction.\n\nJ. If as a result of a merger or share exchange one or more shareholders of a\ndomestic corporation would become subject to new interest holder liability,\napproval of the plan of merger or share exchange requires the signing in\nconnection with the transaction, by each such shareholder, of a separate written\nconsent to become subject to such new interest holder liability, unless in the\ncase of a shareholder that already has interest holder liability with respect to\nsuch domestic corporation, (i) the new interest holder liability is with respect\nto a domestic or foreign corporation, which may be a different or the same\ndomestic corporation in which the person is a shareholder, and (ii) the terms\nand conditions of the new interest holder liability are substantially identical\nto those of the existing interest holder liability, other than for changes that\neliminate or reduce such interest holder liability.\n\nK. Shares tendered in response to an offer shall be deemed, for purposes of\nsubsection G, to have been purchased in accordance with the offer at the\nearliest time as of which the offeror has irrevocably accepted those shares for\npayment and either (i) in the case of shares represented by certificates, the\nofferor, or the offeror’s designated depository or other agent, has\nphysically received the certificates representing those shares or (ii) in the\ncase of shares without certificates, those shares have been transferred into the\naccount of the offeror or its designated depository or other agent, or an\nagent’s message relating to those shares has been received by the offeror\nor its designated depository or other agent.\n\nHISTORY: Code 1950, \u00a7 13.1-70; 1956, c. 428; 1975, c. 500; 1985, c. 522; 1991,\nc. 109; 2005, c. 765; 2006, cc. 363, 663; 2007, c. 165; 2010, c. 782; 2015, c.\n611; 2019, c. 734; 2020, c. 1226; 2021, Sp. Sess. I, c. 487.","edition":{"id":1,"name":"2025","slug":"2025","date_created":"2026-06-21 22:39:22","date_modified":"2026-06-21 22:39:22","current":1,"order_by":1,"last_import":null}}