{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-725.1.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-725.1.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-725.1.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-725.1.html"}],"law_id":71945,"edition_id":1,"section_id":71945,"structure_id":14434,"section_number":"13.1-725.1","catch_line":"Affiliated transactions","history":"1988, c. 442.","full_text":"Notwithstanding any provision to the contrary contained in this chapter, except as provided in subsection B of \u00a7 13.1-727, no corporation shall engage in any affiliated transaction with any interested shareholder for a period of three years following such interested shareholder’s determination date unless approved by the affirmative vote of a majority (but not less than two) of the disinterested directors and by the affirmative vote of the holders of two-thirds of the voting shares other than shares beneficially owned by the interested shareholder. A corporation may engage in an affiliated transaction with an interested shareholder beginning three years after such interested shareholder’s determination date, provided such transaction complies with the provisions of \u00a7 13.1-726.","order_by":null,"text":{"0":{"id":259243,"text":"Notwithstanding any provision to the contrary contained in this chapter, except as provided in subsection B of \u00a7 13.1-727, no corporation shall engage in any affiliated transaction with any interested shareholder for a period of three years following such interested shareholder’s determination date unless approved by the affirmative vote of a majority (but not less than two) of the disinterested directors and by the affirmative vote of the holders of two-thirds of the voting shares other than shares beneficially owned by the interested shareholder. A corporation may engage in an affiliated transaction with an interested shareholder beginning three years after such interested shareholder’s determination date, provided such transaction complies with the provisions of \u00a7 13.1-726.","type":"section","prefixes":[""],"prefix":"","entire_prefix":"","prefix_anchor":"","level":1}},"ancestry":[{"id":14434,"edition_id":1,"name":"Affiliated Transactions","identifier":"14","label":"article","depth":3,"order_by":1,"parent_id":12983,"metadata":{},"date_created":"2026-06-26 03:48:08","date_modified":"2026-06-26 03:48:08","permalink":{"id":150477,"object_type":"structure","relational_id":14434,"identifier":"14","token":"13.1\/9\/14","url":"\/13.1\/9\/14\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12983,"edition_id":1,"name":"Virginia Stock Corporation Act","identifier":"9","label":"chapter","depth":2,"order_by":1,"parent_id":12744,"metadata":{},"date_created":"2026-06-26 03:44:06","date_modified":"2026-06-26 03:44:06","permalink":{"id":150163,"object_type":"structure","relational_id":12983,"identifier":"9","token":"13.1\/9","url":"\/13.1\/9\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12744,"edition_id":1,"name":"Corporations","identifier":"13.1","label":"title","depth":1,"order_by":1,"parent_id":null,"metadata":{},"date_created":"2026-06-26 03:43:51","date_modified":"2026-06-26 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":60304,"structure_id":14434,"section_number":"13.1-725","catch_line":"Definitions","url":"\/13.1-725\/","token":"13.1\/9\/14\/13.1-725","metadata":false},{"id":71945,"structure_id":14434,"section_number":"13.1-725.1","catch_line":"Affiliated transactions","url":"\/13.1-725.1\/","token":"13.1\/9\/14\/13.1-725.1","metadata":false},{"id":58410,"structure_id":14434,"section_number":"13.1-726","catch_line":"Voting requirements for affiliated transactions","url":"\/13.1-726\/","token":"13.1\/9\/14\/13.1-726","metadata":false},{"id":74327,"structure_id":14434,"section_number":"13.1-726.1","catch_line":"Determination by disinterested directors","url":"\/13.1-726.1\/","token":"13.1\/9\/14\/13.1-726.1","metadata":false},{"id":75018,"structure_id":14434,"section_number":"13.1-727","catch_line":"Exceptions","url":"\/13.1-727\/","token":"13.1\/9\/14\/13.1-727","metadata":false},{"id":68737,"structure_id":14434,"section_number":"13.1-727.1","catch_line":"Nonexclusivity","url":"\/13.1-727.1\/","token":"13.1\/9\/14\/13.1-727.1","metadata":false},{"id":55797,"structure_id":14434,"section_number":"13.1-728","catch_line":"Repealed","url":"\/13.1-728\/","token":"13.1\/9\/14\/13.1-728","metadata":false}],"previous_section":{"id":60304,"structure_id":14434,"section_number":"13.1-725","catch_line":"Definitions","url":"\/13.1-725\/","token":"13.1\/9\/14\/13.1-725","metadata":false},"next_section":{"id":58410,"structure_id":14434,"section_number":"13.1-726","catch_line":"Voting requirements for affiliated transactions","url":"\/13.1-726\/","token":"13.1\/9\/14\/13.1-726","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-725.1\/","history_text":"

This law was first created in 1988. The record of its establishment is cataloged in chapter 442 of that year\u2019s edition of \u201cActs of Assembly,\u201d the annual state publication listing all changes made to the Code of Virginia in that year. Unfortunately, the 1988 \u201cActs\u201d aren\u2019t available online.<\/p>","references":[{"id":69231,"section_number":"13.1-719.1","catch_line":"Formation of a holding company","order_by":null,"url":"\/13.1-719.1\/"}],"refers_to":[{"id":58410,"section_number":"13.1-726","catch_line":"Voting requirements for affiliated transactions","order_by":null,"url":"\/13.1-726\/"},{"id":75018,"section_number":"13.1-727","catch_line":"Exceptions","order_by":null,"url":"\/13.1-727\/"}],"permalink":{"id":150483,"object_type":"law","relational_id":71945,"identifier":"13.1-725.1","token":"13.1\/9\/14\/13.1-725.1","url":"\/13.1-725.1\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-725.1\/","token":"13.1\/9\/14\/13.1-725.1","dublin_core":{"Title":"Affiliated transactions","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-725.1","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

Notwithstanding any provision to the contrary contained in this chapter, except as provided in subsection B of \u00a7 13.1-727<\/a>, no corporation<\/span> shall engage in any affiliated transaction<\/span> with any interested shareholder<\/span> for a period of three years following such interested shareholder<\/span>’s determination date<\/span> unless approved by the affirmative vote of a majority (but not less than two) of the disinterested directors<\/span> and by the affirmative vote of the holders of two-thirds of the voting shares<\/span> other than shares beneficially owned by the interested shareholder<\/span>. A corporation<\/span> may engage in an affiliated transaction<\/span> with an interested shareholder<\/span> beginning three years after such interested shareholder<\/span>’s determination date<\/span>, provided such transaction complies with the provisions of \u00a7 13.1-726<\/a>.<\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nAFFILIATED TRANSACTIONS (\u00a7 13.1-725.1)\n\nNotwithstanding any provision to the contrary contained in this chapter, except\nas provided in subsection B of \u00a7 13.1-727, no corporation shall engage in any\naffiliated transaction with any interested shareholder for a period of three\nyears following such interested shareholder’s determination date unless\napproved by the affirmative vote of a majority (but not less than two) of the\ndisinterested directors and by the affirmative vote of the holders of two-thirds\nof the voting shares other than shares beneficially owned by the interested\nshareholder. A corporation may engage in an affiliated transaction with an\ninterested shareholder beginning three years after such interested\nshareholder’s determination date, provided such transaction complies with\nthe provisions of \u00a7 13.1-726.\n\nHISTORY: 1988, c. 442.","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}}