{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-727.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-727.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-727.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-727.html"}],"law_id":75018,"edition_id":1,"section_id":75018,"structure_id":14434,"section_number":"13.1-727","catch_line":"Exceptions","history":"1985, c. 522; 1988, c. 442; 2005, c. 765; 2019, c. 734.","full_text":"A\n\nThe voting requirements set forth in \u00a7 13.1-726 do not apply to a particular affiliated transaction if the conditions specified in either of the following subdivisions are met:1\n\nThe affiliated transaction has been approved by a majority of the disinterested directors; or2\n\nIn the affiliated transaction consideration will be paid to the holders of each class or series of voting shares and the following conditions will be met:\n\t\t\t\ta. The aggregate amount of the cash and the fair market value as of the valuation date of consideration other than cash to be received per share by holders of each class or series of voting shares in such affiliated transaction is at least equal to the highest of the following:1\n\nIf applicable, the highest per share price, including any brokerage commissions, transfer taxes, and soliciting dealers’ fees paid by the interested shareholder for any shares of such class or series acquired by it (i) within the two-year period immediately preceding the determination date or (ii) in the transaction in which it became an interested shareholder, whichever is higher, plus, in either case, interest compounded annually from the earliest date on which such highest per share acquisition price was paid, being the “share acquisition date,” through the date the affiliated transaction is effected at the rate for one-year United States Treasury obligations from time to time in effect, less the aggregate amount of any cash dividends paid, and the market value of any dividends paid other than in cash, per share of such class or series, since the share acquisition date, up to the amount of such interest;2\n\nThe fair market value per share of such class or series on the announcement date or on the determination date, whichever is higher being the “measuring date,” plus, in either case, interest compounded annually from the measuring date through the date the affiliated transaction is effected at the rate for one-year United States Treasury obligations from time to time in effect, less the aggregate amount of any cash dividends paid, and the market value of any dividends paid other than in cash, per share of such class or series, since the measuring date, up to the amount of such interest;3\n\nIf applicable, the price per share equal to the per share amount determined pursuant to subdivision 2 a (2), multiplied by the ratio of (i) the highest per share price including any brokerage commissions, transfer taxes and soliciting dealers’ fees paid by the interested shareholder for any shares of such class or series acquired by it within the two-year period immediately preceding the determination date to (ii) the fair market value per share of such class or series on the first day in such two-year period on which the interested shareholder acquired any shares of such class or series; and4\n\nIf applicable, the highest preferential amount, if any, per share to which the holders of such class or series are entitled in the event of any voluntary or involuntary dissolution of the corporation;\n\t\t\t\t\tb. The consideration to be received by holders of outstanding shares shall be in cash or in the same form as the interested shareholder has previously paid for shares of the same class or series and if the interested shareholder has paid for shares with varying forms of consideration, the form of the consideration will be either cash or the form used to acquire the largest number of shares of such class or series previously acquired by the interested shareholder;\n\t\t\t\t\tc. During such portion of the three-year period preceding the announcement date that such interested shareholder has been an interested shareholder, except as approved by a majority of the disinterested directors:1\n\nThere shall have been no failure to declare and pay at the regular date therefor any full periodic dividends, whether or not cumulative, on any outstanding shares of the corporation;2\n\nThere shall have been (i) no reduction in the annual rate of dividends paid on any class or series of voting shares, except as necessary to reflect any subdivision of the class or series, and (ii) an increase in such annual rate of dividends as necessary to reflect any reclassification, including any reverse stock split, recapitalization, reorganization, or similar transaction that has the effect of reducing the number of outstanding shares of the class or series; and3\n\nSuch interested shareholder shall not have become the beneficial owner of any additional voting shares except as part of the transaction that results in such interested shareholder becoming an interested shareholder;\n\t\t\t\t\td. During such portion of the three-year period preceding the announcement date that such interested shareholder has been an interested shareholder, except as approved by a majority of the disinterested directors, such interested shareholder shall not have received the benefit, directly or indirectly (except proportionately as a shareholder), of any loans, advances, guarantees, pledges, or other financial assistance or any tax credits or other tax advantages provided by the corporation, whether in anticipation of or in connection with such affiliated transaction or otherwise; and\n\t\t\t\t\te. Except as otherwise approved by a majority of the disinterested directors, a proxy or information statement describing the affiliated transaction and complying with the requirements of the federal Securities Exchange Act of 1934 and the rules and regulations thereunder (or any subsequent provisions replacing such Act, rules, or regulations) is mailed to holders of voting shares of the corporation at least 25 days before the consummation of such affiliated transaction, whether or not such proxy or information statement is required to be mailed pursuant to such Act, rules, regulations, or subsequent provisions.B\n\nThe provisions of this article do not apply to a particular affiliated transaction if the conditions specified in any one of the following subdivisions are met:1\n\nThe affiliated transaction is with (i) an interested shareholder who has been an interested shareholder continuously or who would have been such but for the unilateral action of the corporation since the latest of (a) January 26, 1988, (b) the date the corporation first became subject to this article by virtue of its becoming a public corporation or having 300 shareholders of record, or (c) the date such person became an interested shareholder with the prior or contemporaneous approval of a majority of the disinterested directors, (ii) any person who becomes an interested shareholder as a result of acquiring shares from a person specified in (i) of this subdivision by gift, testamentary bequest or the laws of descent and distribution or in a transaction in which consideration was not exchanged and who continues thereafter to be an interested shareholder, or who would have so continued but for the unilateral action of the corporation, (iii) a person who became an interested shareholder inadvertently or as a result of the unilateral action of the corporation and who, as soon as practicable thereafter, divested beneficial ownership of sufficient shares so that such person ceased to be an interested shareholder, and who would not, at any time within the three-year period immediately preceding the announcement date have been an interested shareholder but for such inadvertency or the unilateral action of the corporation, or (iv) an interested shareholder whose acquisition of voting shares making such person an interested shareholder was approved by a majority of the disinterested directors prior to such shareholder’s determination date.2\n\nThe corporation (i) is not a public corporation and (ii) does not have more than 300 shareholders of record, unless its loss of that status results from action taken by or on behalf of an interested shareholder or a transaction in which a person becomes an interested shareholder.3\n\nThe corporation is an investment company registered under the federal Investment Company Act of 1940.4\n\nThe corporation’s articles of incorporation initially filed with the Commission expressly provide that the corporation shall not be governed by this article and such provision in the articles of incorporation has not subsequently been amended to be eliminated.5\n\nThe corporation, by action of its shareholders, adopts an amendment of its articles of incorporation or bylaws expressly electing not to be governed by this article, provided that, in addition to any other vote required by law, such amendment of the articles of incorporation or bylaws shall be approved by the affirmative vote of a majority of the shares entitled to vote that are not beneficially owned by an interested shareholder. An amendment adopted pursuant to this subdivision shall not be effective until 18 months after the date such amendment was approved by the shareholders and shall not apply to any affiliated transaction between the corporation and any person who became an interested shareholder of such corporation on or prior to the date of such amendment. A bylaw amendment adopted pursuant to this subdivision shall not be further amended by the board of directors. In the event the articles of incorporation or bylaws are subsequently amended to eliminate a prior amendment electing not to be governed by this article, such subsequent amendment shall not restrict an affiliated transaction between the corporation and any person who became an interested shareholder at a time after such prior amendment became effective and who continued to be an interested shareholder immediately before and immediately after the adoption of such subsequent amendment, provided such person thereafter remains an interested shareholder continuously, or would have so remained but for the unilateral action of the corporation.","order_by":null,"text":{"0":{"id":269455,"text":"The voting requirements set forth in \u00a7 13.1-726 do not apply to a particular affiliated transaction if the conditions specified in either of the following subdivisions are met:","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"A1"},"1":{"id":269456,"text":"The affiliated transaction has been approved by a majority of the disinterested directors; or","type":"section","prefixes":["A","1"],"prefix":"1","entire_prefix":"A1","prefix_anchor":"A1","level":2,"prior_prefix":"A","next_prefix":"A2"},"2":{"id":269457,"text":"In the affiliated transaction consideration will be paid to the holders of each class or series of voting shares and the following conditions will be met:\n\t\t\t\ta. The aggregate amount of the cash and the fair market value as of the valuation date of consideration other than cash to be received per share by holders of each class or series of voting shares in such affiliated transaction is at least equal to the highest of the following:","type":"section","prefixes":["A","2"],"prefix":"2","entire_prefix":"A2","prefix_anchor":"A2","level":2,"prior_prefix":"A1","next_prefix":"A21"},"3":{"id":269458,"text":"If applicable, the highest per share price, including any brokerage commissions, transfer taxes, and soliciting dealers’ fees paid by the interested shareholder for any shares of such class or series acquired by it (i) within the two-year period immediately preceding the determination date or (ii) in the transaction in which it became an interested shareholder, whichever is higher, plus, in either case, interest compounded annually from the earliest date on which such highest per share acquisition price was paid, being the “share acquisition date,” through the date the affiliated transaction is effected at the rate for one-year United States Treasury obligations from time to time in effect, less the aggregate amount of any cash dividends paid, and the market value of any dividends paid other than in cash, per share of such class or series, since the share acquisition date, up to the amount of such interest;","type":"section","prefixes":["A","2","1"],"prefix":"1","entire_prefix":"A21","prefix_anchor":"A21","level":3,"prior_prefix":"A2","next_prefix":"A22"},"4":{"id":269459,"text":"The fair market value per share of such class or series on the announcement date or on the determination date, whichever is higher being the “measuring date,” plus, in either case, interest compounded annually from the measuring date through the date the affiliated transaction is effected at the rate for one-year United States Treasury obligations from time to time in effect, less the aggregate amount of any cash dividends paid, and the market value of any dividends paid other than in cash, per share of such class or series, since the measuring date, up to the amount of such interest;","type":"section","prefixes":["A","2","2"],"prefix":"2","entire_prefix":"A22","prefix_anchor":"A22","level":3,"prior_prefix":"A21","next_prefix":"A23"},"5":{"id":269460,"text":"If applicable, the price per share equal to the per share amount determined pursuant to subdivision 2 a (2), multiplied by the ratio of (i) the highest per share price including any brokerage commissions, transfer taxes and soliciting dealers’ fees paid by the interested shareholder for any shares of such class or series acquired by it within the two-year period immediately preceding the determination date to (ii) the fair market value per share of such class or series on the first day in such two-year period on which the interested shareholder acquired any shares of such class or series; and","type":"section","prefixes":["A","2","3"],"prefix":"3","entire_prefix":"A23","prefix_anchor":"A23","level":3,"prior_prefix":"A22","next_prefix":"A24"},"6":{"id":269461,"text":"If applicable, the highest preferential amount, if any, per share to which the holders of such class or series are entitled in the event of any voluntary or involuntary dissolution of the corporation;\n\t\t\t\t\tb. The consideration to be received by holders of outstanding shares shall be in cash or in the same form as the interested shareholder has previously paid for shares of the same class or series and if the interested shareholder has paid for shares with varying forms of consideration, the form of the consideration will be either cash or the form used to acquire the largest number of shares of such class or series previously acquired by the interested shareholder;\n\t\t\t\t\tc. During such portion of the three-year period preceding the announcement date that such interested shareholder has been an interested shareholder, except as approved by a majority of the disinterested directors:","type":"section","prefixes":["A","2","4"],"prefix":"4","entire_prefix":"A24","prefix_anchor":"A24","level":3,"prior_prefix":"A23","next_prefix":"A21"},"7":{"id":269462,"text":"There shall have been no failure to declare and pay at the regular date therefor any full periodic dividends, whether or not cumulative, on any outstanding shares of the corporation;","type":"section","prefixes":["A","2","1"],"prefix":"1","entire_prefix":"A21","prefix_anchor":"A21","level":3,"prior_prefix":"A24","next_prefix":"A22"},"8":{"id":269463,"text":"There shall have been (i) no reduction in the annual rate of dividends paid on any class or series of voting shares, except as necessary to reflect any subdivision of the class or series, and (ii) an increase in such annual rate of dividends as necessary to reflect any reclassification, including any reverse stock split, recapitalization, reorganization, or similar transaction that has the effect of reducing the number of outstanding shares of the class or series; and","type":"section","prefixes":["A","2","2"],"prefix":"2","entire_prefix":"A22","prefix_anchor":"A22","level":3,"prior_prefix":"A21","next_prefix":"A23"},"9":{"id":269464,"text":"Such interested shareholder shall not have become the beneficial owner of any additional voting shares except as part of the transaction that results in such interested shareholder becoming an interested shareholder;\n\t\t\t\t\td. During such portion of the three-year period preceding the announcement date that such interested shareholder has been an interested shareholder, except as approved by a majority of the disinterested directors, such interested shareholder shall not have received the benefit, directly or indirectly (except proportionately as a shareholder), of any loans, advances, guarantees, pledges, or other financial assistance or any tax credits or other tax advantages provided by the corporation, whether in anticipation of or in connection with such affiliated transaction or otherwise; and\n\t\t\t\t\te. Except as otherwise approved by a majority of the disinterested directors, a proxy or information statement describing the affiliated transaction and complying with the requirements of the federal Securities Exchange Act of 1934 and the rules and regulations thereunder (or any subsequent provisions replacing such Act, rules, or regulations) is mailed to holders of voting shares of the corporation at least 25 days before the consummation of such affiliated transaction, whether or not such proxy or information statement is required to be mailed pursuant to such Act, rules, regulations, or subsequent provisions.","type":"section","prefixes":["A","2","3"],"prefix":"3","entire_prefix":"A23","prefix_anchor":"A23","level":3,"prior_prefix":"A22","next_prefix":"B"},"10":{"id":269465,"text":"The provisions of this article do not apply to a particular affiliated transaction if the conditions specified in any one of the following subdivisions are met:","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A23","next_prefix":"B1"},"11":{"id":269466,"text":"The affiliated transaction is with (i) an interested shareholder who has been an interested shareholder continuously or who would have been such but for the unilateral action of the corporation since the latest of (a) January 26, 1988, (b) the date the corporation first became subject to this article by virtue of its becoming a public corporation or having 300 shareholders of record, or (c) the date such person became an interested shareholder with the prior or contemporaneous approval of a majority of the disinterested directors, (ii) any person who becomes an interested shareholder as a result of acquiring shares from a person specified in (i) of this subdivision by gift, testamentary bequest or the laws of descent and distribution or in a transaction in which consideration was not exchanged and who continues thereafter to be an interested shareholder, or who would have so continued but for the unilateral action of the corporation, (iii) a person who became an interested shareholder inadvertently or as a result of the unilateral action of the corporation and who, as soon as practicable thereafter, divested beneficial ownership of sufficient shares so that such person ceased to be an interested shareholder, and who would not, at any time within the three-year period immediately preceding the announcement date have been an interested shareholder but for such inadvertency or the unilateral action of the corporation, or (iv) an interested shareholder whose acquisition of voting shares making such person an interested shareholder was approved by a majority of the disinterested directors prior to such shareholder’s determination date.","type":"section","prefixes":["B","1"],"prefix":"1","entire_prefix":"B1","prefix_anchor":"B1","level":2,"prior_prefix":"B","next_prefix":"B2"},"12":{"id":269467,"text":"The corporation (i) is not a public corporation and (ii) does not have more than 300 shareholders of record, unless its loss of that status results from action taken by or on behalf of an interested shareholder or a transaction in which a person becomes an interested shareholder.","type":"section","prefixes":["B","2"],"prefix":"2","entire_prefix":"B2","prefix_anchor":"B2","level":2,"prior_prefix":"B1","next_prefix":"B3"},"13":{"id":269468,"text":"The corporation is an investment company registered under the federal Investment Company Act of 1940.","type":"section","prefixes":["B","3"],"prefix":"3","entire_prefix":"B3","prefix_anchor":"B3","level":2,"prior_prefix":"B2","next_prefix":"B4"},"14":{"id":269469,"text":"The corporation’s articles of incorporation initially filed with the Commission expressly provide that the corporation shall not be governed by this article and such provision in the articles of incorporation has not subsequently been amended to be eliminated.","type":"section","prefixes":["B","4"],"prefix":"4","entire_prefix":"B4","prefix_anchor":"B4","level":2,"prior_prefix":"B3","next_prefix":"B5"},"15":{"id":269470,"text":"The corporation, by action of its shareholders, adopts an amendment of its articles of incorporation or bylaws expressly electing not to be governed by this article, provided that, in addition to any other vote required by law, such amendment of the articles of incorporation or bylaws shall be approved by the affirmative vote of a majority of the shares entitled to vote that are not beneficially owned by an interested shareholder. An amendment adopted pursuant to this subdivision shall not be effective until 18 months after the date such amendment was approved by the shareholders and shall not apply to any affiliated transaction between the corporation and any person who became an interested shareholder of such corporation on or prior to the date of such amendment. A bylaw amendment adopted pursuant to this subdivision shall not be further amended by the board of directors. In the event the articles of incorporation or bylaws are subsequently amended to eliminate a prior amendment electing not to be governed by this article, such subsequent amendment shall not restrict an affiliated transaction between the corporation and any person who became an interested shareholder at a time after such prior amendment became effective and who continued to be an interested shareholder immediately before and immediately after the adoption of such subsequent amendment, provided such person thereafter remains an interested shareholder continuously, or would have so remained but for the unilateral action of the corporation.","type":"section","prefixes":["B","5"],"prefix":"5","entire_prefix":"B5","prefix_anchor":"B5","level":2,"prior_prefix":"B4"}},"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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-727\/","history_text":"

This law was first created in 1985. The record of its establishment is cataloged in chapter 522 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 1985 \u201cActs\u201d aren\u2019t available online. It has been modified 3 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 1988, chapter 442; in 2005, chapter 765<\/a>; in 2019, chapter 734<\/a>.<\/p>","references":[{"id":71945,"section_number":"13.1-725.1","catch_line":"Affiliated transactions","order_by":null,"url":"\/13.1-725.1\/"},{"id":58410,"section_number":"13.1-726","catch_line":"Voting requirements for affiliated transactions","order_by":null,"url":"\/13.1-726\/"}],"refers_to":[{"id":58410,"section_number":"13.1-726","catch_line":"Voting requirements for affiliated transactions","order_by":null,"url":"\/13.1-726\/"}],"permalink":{"id":150495,"object_type":"law","relational_id":75018,"identifier":"13.1-727","token":"13.1\/9\/14\/13.1-727","url":"\/13.1-727\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-727\/","token":"13.1\/9\/14\/13.1-727","dublin_core":{"Title":"Exceptions","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-727","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> The voting requirements set forth in \u00a7 13.1-726<\/a> do not apply to a particular affiliated transaction<\/span> if the conditions specified in either of the following subdivisions are met: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The affiliated transaction<\/span> has been approved by a majority of the disinterested directors<\/span>; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> In the affiliated transaction<\/span> consideration will be paid to the holders of each class or series of voting shares<\/span> and the following conditions will be met:\n\t\t\t\ta. The aggregate amount of the cash and the fair market value as of the valuation date of consideration other than cash to be received per share by holders of each class or series of voting shares<\/span> in such affiliated transaction<\/span> is at least equal to the highest of the following: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> If applicable, the highest per share price, including any brokerage commissions<\/span>, transfer taxes, and soliciting dealers’ fees paid by the interested shareholder<\/span> for any shares of such class or series acquired by it (i) within the two-year period immediately preceding the determination date<\/span> or (ii) in the transaction in which it became an interested shareholder<\/span>, whichever is higher, plus, in either case, interest<\/span> compounded annually from the earliest date on which such highest per share acquisition price was paid, being the “share acquisition date,” through the date the affiliated transaction<\/span> is effected at the rate for one-year United States<\/span> Treasury obligations from time to time in effect, less the aggregate amount of any cash dividends paid, and the market value of any dividends paid other than in cash, per share of such class or series, since the share acquisition date, up to the amount of such interest<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> The fair market value per share of such class or series on the announcement date<\/span> or on the determination date<\/span>, whichever is higher being the “measuring date,” plus, in either case, interest<\/span> compounded annually from the measuring date through the date the affiliated transaction<\/span> is effected at the rate for one-year United States<\/span> Treasury obligations from time to time in effect, less the aggregate amount of any cash dividends paid, and the market value of any dividends paid other than in cash, per share of such class or series, since the measuring date, up to the amount of such interest<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> If applicable, the price per share equal to the per share amount determined pursuant to subdivision 2 a (2), multiplied by the ratio of (i) the highest per share price including any brokerage commissions<\/span>, transfer taxes and soliciting dealers’ fees paid by the interested shareholder<\/span> for any shares of such class or series acquired by it within the two-year period immediately preceding the determination date<\/span> to (ii) the fair market value per share of such class or series on the first day in such two-year period on which the interested shareholder<\/span> acquired any shares of such class or series; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> If applicable, the highest preferential amount, if any, per share to which the holders of such class or series are entitled in the event of any voluntary or involuntary dissolution of the corporation<\/span>;\n\t\t\t\t\tb. The consideration to be received by holders of outstanding shares shall be in cash or in the same form as the interested shareholder<\/span> has previously paid for shares of the same class or series and if the interested shareholder<\/span> has paid for shares with varying forms of consideration, the form of the consideration will be either cash or the form used to acquire the largest number of shares of such class or series previously acquired by the interested shareholder<\/span>;\n\t\t\t\t\tc. During such portion of the three-year period preceding the announcement date<\/span> that such interested shareholder<\/span> has been an interested shareholder<\/span>, except as approved by a majority of the disinterested directors<\/span>: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> There shall have been no failure to declare and pay at the regular date therefor any full periodic dividends, whether or not cumulative, on any outstanding shares of the corporation<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> There shall have been (i) no reduction in the annual rate of dividends paid on any class or series of voting shares<\/span>, except as necessary to reflect any subdivision of the class or series, and (ii) an increase in such annual rate of dividends as necessary to reflect any reclassification, including any reverse<\/span> stock split, recapitalization, reorganization, or similar transaction that has the effect of reducing the number of outstanding shares of the class or series; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> Such interested shareholder<\/span> shall not have become the beneficial owner<\/span> of any additional voting shares<\/span> except as part of the transaction that results in such interested shareholder<\/span> becoming an interested shareholder<\/span>;\n\t\t\t\t\td. During such portion of the three-year period preceding the announcement date<\/span> that such interested shareholder<\/span> has been an interested shareholder<\/span>, except as approved by a majority of the disinterested directors<\/span>, such interested shareholder<\/span> shall not have received the benefit, directly or indirectly (except proportionately as a shareholder), of any loans, advances, guarantees, pledges, or other financial assistance or any tax credits or other tax advantages provided by the corporation<\/span>, whether in anticipation of or in connection with such affiliated transaction<\/span> or otherwise; and\n\t\t\t\t\te. Except as otherwise approved by a majority of the disinterested directors<\/span>, a proxy or information statement describing the affiliated transaction<\/span> and complying with the requirements of the federal Securities Exchange Act of 1934 and the rules and regulations thereunder (or any subsequent provisions replacing such Act, rules, or regulations) is mailed to holders of voting shares<\/span> of the corporation<\/span> at least 25 days before the consummation of such affiliated transaction<\/span>, whether or not such proxy or information statement is required to be mailed pursuant to such Act, rules, regulations, or subsequent provisions. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> The provisions of this article do not apply to a particular affiliated transaction<\/span> if the conditions specified in any one of the following subdivisions are met: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The affiliated transaction<\/span> is with (i) an interested shareholder<\/span> who has been an interested shareholder<\/span> continuously or who would have been such but for the unilateral action of the corporation since the latest of (a) January 26, 1988, (b) the date the corporation first became subject to this article by virtue of its becoming a public corporation<\/span> or having 300 shareholders<\/span> of record, or (c) the date such person<\/span> became an interested shareholder<\/span> with the prior or contemporaneous approval of a majority of the disinterested directors<\/span>, (ii) any person<\/span> who becomes an interested shareholder<\/span> as a result of acquiring shares from a person<\/span> specified in (i) of this subdivision by gift, testamentary bequest or the laws<\/span> of descent and distribution<\/span> or in a transaction in which consideration was not exchanged and who continues thereafter to be an interested shareholder<\/span>, or who would have so continued but for the unilateral action of the corporation, (iii) a person<\/span> who became an interested shareholder<\/span> inadvertently or as a result of the unilateral action of the corporation and who, as soon as practicable thereafter, divested beneficial ownership of sufficient shares so that such person<\/span> ceased to be an interested shareholder<\/span>, and who would not, at any time within the three-year period immediately preceding the announcement date<\/span> have been an interested shareholder<\/span> but for such inadvertency or the unilateral action of the corporation, or (iv) an interested shareholder<\/span> whose acquisition of voting shares<\/span> making such person<\/span> an interested shareholder<\/span> was approved by a majority of the disinterested directors<\/span> prior to such shareholder’s determination date<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> The corporation (i) is not a public corporation<\/span> and (ii) does not have more than 300 shareholders<\/span> of record, unless its loss of that status results from action taken by or on behalf of an interested shareholder<\/span> or a transaction in which a person<\/span> becomes an interested shareholder<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> The corporation is an investment company registered under the federal Investment Company Act of 1940. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> The corporation’s articles of incorporation<\/span> initially filed with the Commission<\/span> expressly provide that the corporation shall not be governed by this article and such provision in the articles of incorporation<\/span> has not subsequently been amended to be eliminated. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> The corporation, by action of its shareholders<\/span>, adopts an amendment of its articles of incorporation<\/span> or bylaws expressly electing not to be governed by this article, provided that, in addition to any other vote required by law<\/span>, such amendment of the articles of incorporation<\/span> or bylaws shall be approved by the affirmative vote of a majority of the shares entitled to vote that are not beneficially owned by an interested shareholder<\/span>. An amendment adopted pursuant to this subdivision shall not be effective until 18 months after the date such amendment was approved by the shareholders<\/span> and shall not apply to any affiliated transaction<\/span> between the corporation and any person<\/span> who became an interested shareholder<\/span> of such corporation on or prior to the date of such amendment. A bylaw amendment adopted pursuant to this subdivision shall not be further amended by the board of directors. In the event the articles of incorporation<\/span> or bylaws are subsequently amended to eliminate a prior amendment electing not to be governed by this article, such subsequent amendment shall not restrict an affiliated transaction<\/span> between the corporation and any person<\/span> who became an interested shareholder<\/span> at a time after such prior amendment became effective and who continued to be an interested shareholder<\/span> immediately before and immediately after the adoption of such subsequent amendment, provided such person<\/span> thereafter remains an interested shareholder<\/span> continuously, or would have so remained but for the unilateral action of the corporation. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nEXCEPTIONS (\u00a7 13.1-727)\n\nA. The voting requirements set forth in \u00a7 13.1-726 do not apply to a particular\naffiliated transaction if the conditions specified in either of the following\nsubdivisions are met:\n\n 1. The affiliated transaction has been approved by a majority of the\n disinterested directors; or\n\n 2. In the affiliated transaction consideration will be paid to the holders of\n each class or series of voting shares and the following conditions will be\n met:\n \t\t\t\ta. The aggregate amount of the cash and the fair market value as of the\n valuation date of consideration other than cash to be received per share by\n holders of each class or series of voting shares in such affiliated\n transaction is at least equal to the highest of the following:\n\n 1. If applicable, the highest per share price, including any brokerage\n commissions, transfer taxes, and soliciting dealers’ fees paid by the\n interested shareholder for any shares of such class or series acquired by it\n (i) within the two-year period immediately preceding the determination date\n or (ii) in the transaction in which it became an interested shareholder,\n whichever is higher, plus, in either case, interest compounded annually from\n the earliest date on which such highest per share acquisition price was\n paid, being the “share acquisition date,” through the date the\n affiliated transaction is effected at the rate for one-year United States\n Treasury obligations from time to time in effect, less the aggregate amount\n of any cash dividends paid, and the market value of any dividends paid other\n than in cash, per share of such class or series, since the share acquisition\n date, up to the amount of such interest;\n\n 2. The fair market value per share of such class or series on the\n announcement date or on the determination date, whichever is higher being\n the “measuring date,” plus, in either case, interest compounded\n annually from the measuring date through the date the affiliated transaction\n is effected at the rate for one-year United States Treasury obligations from\n time to time in effect, less the aggregate amount of any cash dividends\n paid, and the market value of any dividends paid other than in cash, per\n share of such class or series, since the measuring date, up to the amount of\n such interest;\n\n 3. If applicable, the price per share equal to the per share amount\n determined pursuant to subdivision 2 a (2), multiplied by the ratio of (i)\n the highest per share price including any brokerage commissions, transfer\n taxes and soliciting dealers’ fees paid by the interested shareholder\n for any shares of such class or series acquired by it within the two-year\n period immediately preceding the determination date to (ii) the fair market\n value per share of such class or series on the first day in such two-year\n period on which the interested shareholder acquired any shares of such class\n or series; and\n\n 4. If applicable, the highest preferential amount, if any, per share to\n which the holders of such class or series are entitled in the event of any\n voluntary or involuntary dissolution of the corporation;\n \t\t\t\t\tb. The consideration to be received by holders of outstanding shares\n shall be in cash or in the same form as the interested shareholder has\n previously paid for shares of the same class or series and if the interested\n shareholder has paid for shares with varying forms of consideration, the\n form of the consideration will be either cash or the form used to acquire\n the largest number of shares of such class or series previously acquired by\n the interested shareholder;\n \t\t\t\t\tc. During such portion of the three-year period preceding the\n announcement date that such interested shareholder has been an interested\n shareholder, except as approved by a majority of the disinterested\n directors:\n\n 1. There shall have been no failure to declare and pay at the regular date\n therefor any full periodic dividends, whether or not cumulative, on any\n outstanding shares of the corporation;\n\n 2. There shall have been (i) no reduction in the annual rate of dividends\n paid on any class or series of voting shares, except as necessary to reflect\n any subdivision of the class or series, and (ii) an increase in such annual\n rate of dividends as necessary to reflect any reclassification, including\n any reverse stock split, recapitalization, reorganization, or similar\n transaction that has the effect of reducing the number of outstanding shares\n of the class or series; and\n\n 3. Such interested shareholder shall not have become the beneficial owner of\n any additional voting shares except as part of the transaction that results\n in such interested shareholder becoming an interested shareholder;\n \t\t\t\t\td. During such portion of the three-year period preceding the\n announcement date that such interested shareholder has been an interested\n shareholder, except as approved by a majority of the disinterested\n directors, such interested shareholder shall not have received the benefit,\n directly or indirectly (except proportionately as a shareholder), of any\n loans, advances, guarantees, pledges, or other financial assistance or any\n tax credits or other tax advantages provided by the corporation, whether in\n anticipation of or in connection with such affiliated transaction or\n otherwise; and\n \t\t\t\t\te. Except as otherwise approved by a majority of the disinterested\n directors, a proxy or information statement describing the affiliated\n transaction and complying with the requirements of the federal Securities\n Exchange Act of 1934 and the rules and regulations thereunder (or any\n subsequent provisions replacing such Act, rules, or regulations) is mailed\n to holders of voting shares of the corporation at least 25 days before the\n consummation of such affiliated transaction, whether or not such proxy or\n information statement is required to be mailed pursuant to such Act, rules,\n regulations, or subsequent provisions.\n\nB. The provisions of this article do not apply to a particular affiliated\ntransaction if the conditions specified in any one of the following subdivisions\nare met:\n\n 1. The affiliated transaction is with (i) an interested shareholder who has\n been an interested shareholder continuously or who would have been such but\n for the unilateral action of the corporation since the latest of (a) January\n 26, 1988, (b) the date the corporation first became subject to this article by\n virtue of its becoming a public corporation or having 300 shareholders of\n record, or (c) the date such person became an interested shareholder with the\n prior or contemporaneous approval of a majority of the disinterested\n directors, (ii) any person who becomes an interested shareholder as a result\n of acquiring shares from a person specified in (i) of this subdivision by\n gift, testamentary bequest or the laws of descent and distribution or in a\n transaction in which consideration was not exchanged and who continues\n thereafter to be an interested shareholder, or who would have so continued but\n for the unilateral action of the corporation, (iii) a person who became an\n interested shareholder inadvertently or as a result of the unilateral action\n of the corporation and who, as soon as practicable thereafter, divested\n beneficial ownership of sufficient shares so that such person ceased to be an\n interested shareholder, and who would not, at any time within the three-year\n period immediately preceding the announcement date have been an interested\n shareholder but for such inadvertency or the unilateral action of the\n corporation, or (iv) an interested shareholder whose acquisition of voting\n shares making such person an interested shareholder was approved by a majority\n of the disinterested directors prior to such shareholder’s determination\n date.\n\n 2. The corporation (i) is not a public corporation and (ii) does not have more\n than 300 shareholders of record, unless its loss of that status results from\n action taken by or on behalf of an interested shareholder or a transaction in\n which a person becomes an interested shareholder.\n\n 3. The corporation is an investment company registered under the federal\n Investment Company Act of 1940.\n\n 4. The corporation’s articles of incorporation initially filed with the\n Commission expressly provide that the corporation shall not be governed by\n this article and such provision in the articles of incorporation has not\n subsequently been amended to be eliminated.\n\n 5. The corporation, by action of its shareholders, adopts an amendment of its\n articles of incorporation or bylaws expressly electing not to be governed by\n this article, provided that, in addition to any other vote required by law,\n such amendment of the articles of incorporation or bylaws shall be approved by\n the affirmative vote of a majority of the shares entitled to vote that are not\n beneficially owned by an interested shareholder. An amendment adopted pursuant\n to this subdivision shall not be effective until 18 months after the date such\n amendment was approved by the shareholders and shall not apply to any\n affiliated transaction between the corporation and any person who became an\n interested shareholder of such corporation on or prior to the date of such\n amendment. A bylaw amendment adopted pursuant to this subdivision shall not be\n further amended by the board of directors. In the event the articles of\n incorporation or bylaws are subsequently amended to eliminate a prior\n amendment electing not to be governed by this article, such subsequent\n amendment shall not restrict an affiliated transaction between the corporation\n and any person who became an interested shareholder at a time after such prior\n amendment became effective and who continued to be an interested shareholder\n immediately before and immediately after the adoption of such subsequent\n amendment, provided such person thereafter remains an interested shareholder\n continuously, or would have so remained but for the unilateral action of the\n corporation.\n\nHISTORY: 1985, c. 522; 1988, c. 442; 2005, c. 765; 2019, c. 734.","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}}