{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-728.1.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-728.1.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-728.1.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-728.1.html"}],"law_id":85315,"edition_id":1,"section_id":85315,"structure_id":15776,"section_number":"13.1-728.1","catch_line":"Definitions","history":"1989, c. 14; 1990, c. 252; 2005, c. 765; 2019, c. 734.","full_text":"As used in this article:\n\t\t“Acquiring person,” with respect to any public corporation, means any person who has made or proposes to make a control share acquisition of shares of such public corporation.\n\t\t“Beneficial ownership” means the sole or shared power to dispose or direct the disposition of shares, or the sole or shared power to vote or direct the voting of shares, or the sole or shared power to acquire shares, including any such power that is not immediately exercisable, whether such power is direct or indirect or through any contract, arrangement, understanding, relationship or otherwise. A person shall not be deemed to be a beneficial owner of shares tendered pursuant to a tender or exchange offer made by such person until the tendered shares are accepted for purchase or exchange. A person shall not be deemed to be a beneficial owner of shares as to which such person may exercise voting power solely by virtue of a revocable proxy conferring the right to vote. A member of a national securities exchange shall not be deemed to be a beneficial owner of shares held directly or indirectly by it on behalf of another person solely because such member is the record holder of such securities and, pursuant to the rules of such exchange, may direct the vote of such shares, without instructions, on other than contested matters or matters that may affect substantially the rights or privileges of the holders of the shares to be voted but is otherwise precluded by the rules of such exchange from voting without instructions.\n\t\t“Control share acquisition” means the direct or indirect acquisition, other than in an excepted acquisition, by any person of beneficial ownership of shares of a public corporation that, except for this article, would have voting rights and would, when added to all other shares of such public corporation which then have voting rights and are beneficially owned by such person, would cause such person to become entitled, immediately upon acquisition of such shares, to vote or direct the vote of, shares having voting power within any of the following ranges of the votes entitled to be cast in an election of directors: (i) one-fifth or more but less than one-third of such votes; (ii) one-third or more but less than a majority of such votes; or (iii) a majority or more of such votes. If voting rights are granted pursuant to this article in respect of any such range to shares so acquired by any person, any acquisition by such person of additional shares shall not, for purposes of the preceding sentence, constitute a control share acquisition unless, as a result of such acquisition, the voting power of the shares beneficially owned by such person would be in excess of such range in respect of which voting rights had previously been granted. If this article applies to acquisitions of shares of a public corporation at the time of a control share acquisition of any shares of such corporation, then shares acquired by the same person within 90 days before or after such control share acquisition and shares acquired by the same person pursuant to a plan to make a control share acquisition are deemed to have been acquired in the same control share acquisition for the purposes of this article, regardless of the applicability of this article at the time of any other acquisitions of shares during such periods or pursuant to such a plan.\n\t\t“Excepted acquisition” means the acquisition of shares of a public corporation in any of the following circumstances:\n\n1\n\nBefore January 26, 1988;2\n\nPursuant to a binding contract in effect before January 26, 1988;3\n\nPursuant to the laws of wills and decedents’ estates;4\n\nPursuant to the satisfaction of a pledge or other security interest created in good faith and not for the purpose of circumventing this article;5\n\nPursuant to a plan of merger or share exchange effected in compliance with Article 12 (§ 13.1-715.1 et seq.) if the public corporation is a party to the plan of merger or plan of share exchange;6\n\nPursuant to a tender or exchange offer that is made pursuant to an agreement to which the public corporation is a party;7\n\nDirectly from the public corporation, or from any of its wholly owned subsidiaries, or from any corporation having beneficial ownership of shares of the public corporation having at least a majority, before such transaction, of the votes entitled to be cast in the election of directors of such public corporation; or8\n\nIn good faith and not for the purpose of circumventing this chapter by or from any person (a “transferor”) whose voting rights had previously been authorized by shareholders in compliance with this article, or whose previous acquisition of beneficial ownership of shares would have constituted a control share acquisition but for any of subdivisions 1 through 7 in this definition; however, any acquisition described in this subdivision 8 shall constitute a control share acquisition if as a result thereof any person acquires beneficial ownership of shares of such issuing public corporation having voting power in the election of directors in excess of the range of votes within which the transferor was authorized by this article to exercise voting power immediately before such acquisition.\n\t\t\t“Interested shares” means the shares of a public corporation the voting of which in an election of directors may be exercised or directed by any of the following persons: (i) an acquiring person with respect to a control share acquisition; (ii) any officer of such public corporation; or (iii) any employee of such public corporation who is also a director of the corporation.\n\t\t\t“Person” includes an associate of any person. For this purpose, “associate” shall mean (i) any other person who directly or indirectly controls, or is controlled by or under common control with, any such person or who is acting or intends to act jointly or in concert with any such person in connection with the acquisition of or exercise of beneficial ownership over shares; (ii) any corporation or organization of which any such person is an officer, director, manager or partner or as to which any such person performs a similar function; (iii) any other person having direct or indirect beneficial ownership of 10 percent or more of any class of equity securities of any such person; (iv) any trust or estate in which any such person has a beneficial interest or as to which any such person serves as trustee or in a similar fiduciary capacity; and (v) any relative or spouse of any such person, or any relative of such spouse, any one of whom has the same residence as any such person. For this purpose, “control” shall mean the possession, direct or indirect, of the power to direct or to cause the direction of the management or policies of a person, whether through the ownership of voting securities, by contract, arrangement or understanding, or otherwise.\n\t\t\tThe “votes” entitled to be cast by any share shall, if any voting group is entitled to vote for less than the total number of directors to be elected at any election, be determined by multiplying the number of votes entitled to be cast by the holder of such share by the number of directors for whom such holder is entitled to vote; however, beneficial ownership of a majority of the shares comprising any such voting group shall be deemed to entitle such beneficial owner to cast all the votes of the shares in such voting group.","order_by":null,"text":{"0":{"id":305673,"text":"As used in this article:\n\t\t“Acquiring person,” with respect to any public corporation, means any person who has made or proposes to make a control share acquisition of shares of such public corporation.\n\t\t“Beneficial ownership” means the sole or shared power to dispose or direct the disposition of shares, or the sole or shared power to vote or direct the voting of shares, or the sole or shared power to acquire shares, including any such power that is not immediately exercisable, whether such power is direct or indirect or through any contract, arrangement, understanding, relationship or otherwise. A person shall not be deemed to be a beneficial owner of shares tendered pursuant to a tender or exchange offer made by such person until the tendered shares are accepted for purchase or exchange. A person shall not be deemed to be a beneficial owner of shares as to which such person may exercise voting power solely by virtue of a revocable proxy conferring the right to vote. A member of a national securities exchange shall not be deemed to be a beneficial owner of shares held directly or indirectly by it on behalf of another person solely because such member is the record holder of such securities and, pursuant to the rules of such exchange, may direct the vote of such shares, without instructions, on other than contested matters or matters that may affect substantially the rights or privileges of the holders of the shares to be voted but is otherwise precluded by the rules of such exchange from voting without instructions.\n\t\t“Control share acquisition” means the direct or indirect acquisition, other than in an excepted acquisition, by any person of beneficial ownership of shares of a public corporation that, except for this article, would have voting rights and would, when added to all other shares of such public corporation which then have voting rights and are beneficially owned by such person, would cause such person to become entitled, immediately upon acquisition of such shares, to vote or direct the vote of, shares having voting power within any of the following ranges of the votes entitled to be cast in an election of directors: (i) one-fifth or more but less than one-third of such votes; (ii) one-third or more but less than a majority of such votes; or (iii) a majority or more of such votes. If voting rights are granted pursuant to this article in respect of any such range to shares so acquired by any person, any acquisition by such person of additional shares shall not, for purposes of the preceding sentence, constitute a control share acquisition unless, as a result of such acquisition, the voting power of the shares beneficially owned by such person would be in excess of such range in respect of which voting rights had previously been granted. If this article applies to acquisitions of shares of a public corporation at the time of a control share acquisition of any shares of such corporation, then shares acquired by the same person within 90 days before or after such control share acquisition and shares acquired by the same person pursuant to a plan to make a control share acquisition are deemed to have been acquired in the same control share acquisition for the purposes of this article, regardless of the applicability of this article at the time of any other acquisitions of shares during such periods or pursuant to such a plan.\n\t\t“Excepted acquisition” means the acquisition of shares of a public corporation in any of the following circumstances:","type":"section","prefixes":[""],"prefix":"","entire_prefix":"","prefix_anchor":"","level":1,"next_prefix":"1"},"1":{"id":305674,"text":"Before January 26, 1988;","type":"section","prefixes":["1"],"prefix":"1","entire_prefix":"1","prefix_anchor":"1","level":1,"prior_prefix":"","next_prefix":"2"},"2":{"id":305675,"text":"Pursuant to a binding contract in effect before January 26, 1988;","type":"section","prefixes":["2"],"prefix":"2","entire_prefix":"2","prefix_anchor":"2","level":1,"prior_prefix":"1","next_prefix":"3"},"3":{"id":305676,"text":"Pursuant to the laws of wills and decedents’ estates;","type":"section","prefixes":["3"],"prefix":"3","entire_prefix":"3","prefix_anchor":"3","level":1,"prior_prefix":"2","next_prefix":"4"},"4":{"id":305677,"text":"Pursuant to the satisfaction of a pledge or other security interest created in good faith and not for the purpose of circumventing this article;","type":"section","prefixes":["4"],"prefix":"4","entire_prefix":"4","prefix_anchor":"4","level":1,"prior_prefix":"3","next_prefix":"5"},"5":{"id":305678,"text":"Pursuant to a plan of merger or share exchange effected in compliance with Article 12 (§ 13.1-715.1 et seq.) if the public corporation is a party to the plan of merger or plan of share exchange;","type":"section","prefixes":["5"],"prefix":"5","entire_prefix":"5","prefix_anchor":"5","level":1,"prior_prefix":"4","next_prefix":"6"},"6":{"id":305679,"text":"Pursuant to a tender or exchange offer that is made pursuant to an agreement to which the public corporation is a party;","type":"section","prefixes":["6"],"prefix":"6","entire_prefix":"6","prefix_anchor":"6","level":1,"prior_prefix":"5","next_prefix":"7"},"7":{"id":305680,"text":"Directly from the public corporation, or from any of its wholly owned subsidiaries, or from any corporation having beneficial ownership of shares of the public corporation having at least a majority, before such transaction, of the votes entitled to be cast in the election of directors of such public corporation; or","type":"section","prefixes":["7"],"prefix":"7","entire_prefix":"7","prefix_anchor":"7","level":1,"prior_prefix":"6","next_prefix":"8"},"8":{"id":305681,"text":"In good faith and not for the purpose of circumventing this chapter by or from any person (a “transferor”) whose voting rights had previously been authorized by shareholders in compliance with this article, or whose previous acquisition of beneficial ownership of shares would have constituted a control share acquisition but for any of subdivisions 1 through 7 in this definition; however, any acquisition described in this subdivision 8 shall constitute a control share acquisition if as a result thereof any person acquires beneficial ownership of shares of such issuing public corporation having voting power in the election of directors in excess of the range of votes within which the transferor was authorized by this article to exercise voting power immediately before such acquisition.\n\t\t\t“Interested shares” means the shares of a public corporation the voting of which in an election of directors may be exercised or directed by any of the following persons: (i) an acquiring person with respect to a control share acquisition; (ii) any officer of such public corporation; or (iii) any employee of such public corporation who is also a director of the corporation.\n\t\t\t“Person” includes an associate of any person. For this purpose, “associate” shall mean (i) any other person who directly or indirectly controls, or is controlled by or under common control with, any such person or who is acting or intends to act jointly or in concert with any such person in connection with the acquisition of or exercise of beneficial ownership over shares; (ii) any corporation or organization of which any such person is an officer, director, manager or partner or as to which any such person performs a similar function; (iii) any other person having direct or indirect beneficial ownership of 10 percent or more of any class of equity securities of any such person; (iv) any trust or estate in which any such person has a beneficial interest or as to which any such person serves as trustee or in a similar fiduciary capacity; and (v) any relative or spouse of any such person, or any relative of such spouse, any one of whom has the same residence as any such person. For this purpose, “control” shall mean the possession, direct or indirect, of the power to direct or to cause the direction of the management or policies of a person, whether through the ownership of voting securities, by contract, arrangement or understanding, or otherwise.\n\t\t\tThe “votes” entitled to be cast by any share shall, if any voting group is entitled to vote for less than the total number of directors to be elected at any election, be determined by multiplying the number of votes entitled to be cast by the holder of such share by the number of directors for whom such holder is entitled to vote; however, beneficial ownership of a majority of the shares comprising any such voting group shall be deemed to entitle such beneficial owner to cast all the votes of the shares in such voting group.","type":"section","prefixes":["8"],"prefix":"8","entire_prefix":"8","prefix_anchor":"8","level":1,"prior_prefix":"7"}},"ancestry":[{"id":15776,"edition_id":1,"name":"Control Share Acquisitions","identifier":"14.1","label":"article","depth":3,"order_by":1,"parent_id":12983,"metadata":{},"date_created":"2026-06-26 03:59:22","date_modified":"2026-06-26 03:59:22","permalink":{"id":150507,"object_type":"structure","relational_id":15776,"identifier":"14.1","token":"13.1\/9\/14.1","url":"\/13.1\/9\/14.1\/","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":85315,"structure_id":15776,"section_number":"13.1-728.1","catch_line":"Definitions","url":"\/13.1-728.1\/","token":"13.1\/9\/14.1\/13.1-728.1","metadata":false},{"id":61101,"structure_id":15776,"section_number":"13.1-728.2","catch_line":"Application","url":"\/13.1-728.2\/","token":"13.1\/9\/14.1\/13.1-728.2","metadata":false},{"id":64876,"structure_id":15776,"section_number":"13.1-728.3","catch_line":"Voting rights","url":"\/13.1-728.3\/","token":"13.1\/9\/14.1\/13.1-728.3","metadata":false},{"id":66675,"structure_id":15776,"section_number":"13.1-728.4","catch_line":"Control share acquisition statement","url":"\/13.1-728.4\/","token":"13.1\/9\/14.1\/13.1-728.4","metadata":false},{"id":63612,"structure_id":15776,"section_number":"13.1-728.5","catch_line":"Meeting of shareholders","url":"\/13.1-728.5\/","token":"13.1\/9\/14.1\/13.1-728.5","metadata":false},{"id":66018,"structure_id":15776,"section_number":"13.1-728.6","catch_line":"Notice to shareholders","url":"\/13.1-728.6\/","token":"13.1\/9\/14.1\/13.1-728.6","metadata":false},{"id":61529,"structure_id":15776,"section_number":"13.1-728.7","catch_line":"Redemption","url":"\/13.1-728.7\/","token":"13.1\/9\/14.1\/13.1-728.7","metadata":false},{"id":76494,"structure_id":15776,"section_number":"13.1-728.8","catch_line":"Appraisal rights","url":"\/13.1-728.8\/","token":"13.1\/9\/14.1\/13.1-728.8","metadata":false},{"id":60731,"structure_id":15776,"section_number":"13.1-728.9","catch_line":"Nonexclusivity","url":"\/13.1-728.9\/","token":"13.1\/9\/14.1\/13.1-728.9","metadata":false}],"next_section":{"id":61101,"structure_id":15776,"section_number":"13.1-728.2","catch_line":"Application","url":"\/13.1-728.2\/","token":"13.1\/9\/14.1\/13.1-728.2","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-728.1\/","history_text":"

This law was first created in 1989. The record of its establishment is cataloged in chapter 14 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 1989 \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 1990, chapter 252; in 2005, chapter 765<\/a>; in 2019, chapter 734<\/a>.<\/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":85057,"section_number":"13.1-715.1","catch_line":"Definitions","order_by":null,"url":"\/13.1-715.1\/"}],"permalink":{"id":150509,"object_type":"law","relational_id":85315,"identifier":"13.1-728.1","token":"13.1\/9\/14.1\/13.1-728.1","url":"\/13.1-728.1\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-728.1\/","token":"13.1\/9\/14.1\/13.1-728.1","dublin_core":{"Title":"Definitions","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-728.1","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

As used in this article:\n\t\t“Acquiring person<\/span>,” with respect to any public corporation<\/span>, means any person<\/span> who has made or proposes to make a control share acquisition<\/span> of shares<\/span> of such public corporation<\/span>.\n\t\t“Beneficial ownership<\/span>” means the sole or shared power to dispose or direct the disposition<\/span> of shares<\/span>, or the sole or shared power to vote or direct the voting of shares<\/span>, or the sole or shared power to acquire shares<\/span>, including any such power that is not immediately exercisable, whether such power is direct or indirect or through any contract<\/span>, arrangement, understanding, relationship or otherwise. A person<\/span> shall not be deemed to be a beneficial owner of shares<\/span> tendered pursuant to a tender or exchange offer made by such person<\/span> until the tendered shares<\/span> are accepted for purchase or exchange. A person<\/span> shall not be deemed to be a beneficial owner of shares<\/span> as to which such person<\/span> may exercise voting power<\/span> solely by virtue of a revocable proxy conferring the right to vote. A member of a national securities exchange shall not be deemed to be a beneficial owner of shares<\/span> held directly or indirectly by it on behalf of another person<\/span> solely because such member is the record holder of such securities and, pursuant to the rules of such exchange, may direct the vote of such shares<\/span>, without instructions, on other than contested matters or matters that may affect substantially the rights or privileges<\/span> of the holders of the shares<\/span> to be voted but is otherwise precluded by the rules of such exchange from voting without instructions.\n\t\t“Control share acquisition<\/span>” means the direct or indirect acquisition, other than in an excepted acquisition<\/span>, by any person<\/span> of beneficial ownership<\/span> of shares<\/span> of a public corporation<\/span> that, except for this article, would have voting rights and would, when added to all other shares<\/span> of such public corporation<\/span> which then have voting rights and are beneficially owned by such person<\/span>, would cause such person<\/span> to become entitled, immediately upon acquisition of such shares<\/span>, to vote or direct the vote of, shares<\/span> having voting power<\/span> within any of the following ranges of the votes entitled to be cast in an election of directors: (i) one-fifth or more but less than one-third of such votes; (ii) one-third or more but less than a majority of such votes; or (iii) a majority or more of such votes. If voting rights are granted pursuant to this article in respect of any such range to shares<\/span> so acquired by any person<\/span>, any acquisition by such person<\/span> of additional shares<\/span> shall not, for purposes of the preceding sentence, constitute a control share acquisition<\/span> unless, as a result of such acquisition, the voting power<\/span> of the shares<\/span> beneficially owned by such person<\/span> would be in excess of such range in respect of which voting rights had previously been granted. If this article applies to acquisitions of shares<\/span> of a public corporation<\/span> at the time of a control share acquisition<\/span> of any shares<\/span> of such corporation, then shares<\/span> acquired by the same person<\/span> within 90 days before or after such control share acquisition<\/span> and shares<\/span> acquired by the same person<\/span> pursuant to a plan to make a control share acquisition<\/span> are deemed to have been acquired in the same control share acquisition<\/span> for the purposes of this article, regardless of the applicability of this article at the time of any other acquisitions of shares<\/span> during such periods or pursuant to such a plan.\n\t\t“Excepted acquisition<\/span>” means the acquisition of shares<\/span> of a public corporation<\/span> in any of the following circumstances:<\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> Before January 26, 1988; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> Pursuant to a binding contract<\/span> in effect before January 26, 1988; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> Pursuant to the laws<\/span> of wills and decedents’ estates; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> Pursuant to the satisfaction of a pledge or other security interest<\/span> created in good faith and not for the purpose of circumventing this article; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> Pursuant to a plan of merger<\/span> or share exchange<\/span> effected in compliance with Article 12 (§ 13.1-715.1<\/a> et seq.) if the public corporation<\/span> is a party<\/span> to the plan of merger<\/span> or plan of share exchange<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

6.<\/span> Pursuant to a tender or exchange offer that is made pursuant to an agreement to which the public corporation<\/span> is a party<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

7.<\/span> Directly from the public corporation<\/span>, or from any of its wholly owned subsidiaries, or from any corporation having beneficial ownership<\/span> of shares<\/span> of the public corporation<\/span> having at least a majority, before such transaction, of the votes entitled to be cast in the election of directors of such public corporation<\/span>; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

8.<\/span> In good faith and not for the purpose of circumventing this chapter by or from any person<\/span> (a “transferor”) whose voting rights had previously been authorized by shareholders<\/span> in compliance with this article, or whose previous acquisition of beneficial ownership<\/span> of shares would have constituted a control share acquisition<\/span> but for any of subdivisions 1 through 7 in this definition; however, any acquisition described in this subdivision 8 shall constitute a control share acquisition<\/span> if as a result thereof any person<\/span> acquires beneficial ownership<\/span> of shares of such issuing public corporation<\/span> having voting power<\/span> in the election of directors in excess of the range of votes within which the transferor was authorized by this article to exercise voting power<\/span> immediately before such acquisition.\n\t\t\t“Interested shares<\/span>” means the shares of a public corporation<\/span> the voting of which in an election of directors may be exercised or directed by any of the following persons<\/span>: (i) an acquiring person<\/span> with respect to a control share acquisition<\/span>; (ii) any officer of such public corporation<\/span>; or (iii) any employee of such public corporation<\/span> who is also a director of the corporation.\n\t\t\t“Person<\/span>” includes an associate<\/span> of any person<\/span>. For this purpose, “associate<\/span>” shall mean (i) any other person<\/span> who directly or indirectly controls<\/span>, or is controlled by or under common control with, any such person<\/span> or who is acting or intends to act jointly or in concert with any such person<\/span> in connection with the acquisition of or exercise of beneficial ownership<\/span> over shares; (ii) any corporation or organization of which any such person<\/span> is an officer, director, manager or partner or as to which any such person<\/span> performs a similar function; (iii) any other person<\/span> having direct or indirect beneficial ownership<\/span> of 10 percent or more of any class of equity<\/span> securities of any such person<\/span>; (iv) any trust or estate in which any such person<\/span> has a beneficial interest<\/span> or as to which any such person<\/span> serves as trustee or in a similar fiduciary capacity; and (v) any relative or spouse of any such person<\/span>, or any relative of such spouse, any one of whom has the same residence as any such person<\/span>. For this purpose, “control” shall mean the possession<\/span>, direct or indirect, of the power to direct or to cause the direction of the management or policies of a person<\/span>, whether through the ownership of voting securities, by contract<\/span>, arrangement or understanding, or otherwise.\n\t\t\tThe “votes” entitled to be cast by any share shall, if any voting group<\/span> is entitled to vote for less than the total number of directors to be elected at any election, be determined by multiplying the number of votes entitled to be cast by the holder of such share by the number of directors for whom such holder is entitled to vote; however, beneficial ownership<\/span> of a majority of the shares comprising any such voting group<\/span> shall be deemed to entitle such beneficial owner to cast all the votes of the shares in such voting group<\/span>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nDEFINITIONS (\u00a7 13.1-728.1)\n\nAs used in this article:\n\t\t“Acquiring person,” with respect to any public corporation, means\nany person who has made or proposes to make a control share acquisition of\nshares of such public corporation.\n\t\t“Beneficial ownership” means the sole or shared power to dispose\nor direct the disposition of shares, or the sole or shared power to vote or\ndirect the voting of shares, or the sole or shared power to acquire shares,\nincluding any such power that is not immediately exercisable, whether such power\nis direct or indirect or through any contract, arrangement, understanding,\nrelationship or otherwise. A person shall not be deemed to be a beneficial owner\nof shares tendered pursuant to a tender or exchange offer made by such person\nuntil the tendered shares are accepted for purchase or exchange. A person shall\nnot be deemed to be a beneficial owner of shares as to which such person may\nexercise voting power solely by virtue of a revocable proxy conferring the right\nto vote. A member of a national securities exchange shall not be deemed to be a\nbeneficial owner of shares held directly or indirectly by it on behalf of\nanother person solely because such member is the record holder of such\nsecurities and, pursuant to the rules of such exchange, may direct the vote of\nsuch shares, without instructions, on other than contested matters or matters\nthat may affect substantially the rights or privileges of the holders of the\nshares to be voted but is otherwise precluded by the rules of such exchange from\nvoting without instructions.\n\t\t“Control share acquisition” means the direct or indirect\nacquisition, other than in an excepted acquisition, by any person of beneficial\nownership of shares of a public corporation that, except for this article, would\nhave voting rights and would, when added to all other shares of such public\ncorporation which then have voting rights and are beneficially owned by such\nperson, would cause such person to become entitled, immediately upon acquisition\nof such shares, to vote or direct the vote of, shares having voting power within\nany of the following ranges of the votes entitled to be cast in an election of\ndirectors: (i) one-fifth or more but less than one-third of such votes; (ii)\none-third or more but less than a majority of such votes; or (iii) a majority or\nmore of such votes. If voting rights are granted pursuant to this article in\nrespect of any such range to shares so acquired by any person, any acquisition\nby such person of additional shares shall not, for purposes of the preceding\nsentence, constitute a control share acquisition unless, as a result of such\nacquisition, the voting power of the shares beneficially owned by such person\nwould be in excess of such range in respect of which voting rights had\npreviously been granted. If this article applies to acquisitions of shares of a\npublic corporation at the time of a control share acquisition of any shares of\nsuch corporation, then shares acquired by the same person within 90 days before\nor after such control share acquisition and shares acquired by the same person\npursuant to a plan to make a control share acquisition are deemed to have been\nacquired in the same control share acquisition for the purposes of this article,\nregardless of the applicability of this article at the time of any other\nacquisitions of shares during such periods or pursuant to such a plan.\n\t\t“Excepted acquisition” means the acquisition of shares of a public\ncorporation in any of the following circumstances:\n\n1. Before January 26, 1988;\n\n2. Pursuant to a binding contract in effect before January 26, 1988;\n\n3. Pursuant to the laws of wills and decedents’ estates;\n\n4. Pursuant to the satisfaction of a pledge or other security interest created\nin good faith and not for the purpose of circumventing this article;\n\n5. Pursuant to a plan of merger or share exchange effected in compliance with\nArticle 12 (§ 13.1-715.1 et seq.) if the public corporation is a party to\nthe plan of merger or plan of share exchange;\n\n6. Pursuant to a tender or exchange offer that is made pursuant to an agreement\nto which the public corporation is a party;\n\n7. Directly from the public corporation, or from any of its wholly owned\nsubsidiaries, or from any corporation having beneficial ownership of shares of\nthe public corporation having at least a majority, before such transaction, of\nthe votes entitled to be cast in the election of directors of such public\ncorporation; or\n\n8. In good faith and not for the purpose of circumventing this chapter by or\nfrom any person (a “transferor”) whose voting rights had previously\nbeen authorized by shareholders in compliance with this article, or whose\nprevious acquisition of beneficial ownership of shares would have constituted a\ncontrol share acquisition but for any of subdivisions 1 through 7 in this\ndefinition; however, any acquisition described in this subdivision 8 shall\nconstitute a control share acquisition if as a result thereof any person\nacquires beneficial ownership of shares of such issuing public corporation\nhaving voting power in the election of directors in excess of the range of votes\nwithin which the transferor was authorized by this article to exercise voting\npower immediately before such acquisition.\n\t\t\t“Interested shares” means the shares of a public corporation the\nvoting of which in an election of directors may be exercised or directed by any\nof the following persons: (i) an acquiring person with respect to a control\nshare acquisition; (ii) any officer of such public corporation; or (iii) any\nemployee of such public corporation who is also a director of the corporation.\n\t\t\t“Person” includes an associate of any person. For this purpose,\n“associate” shall mean (i) any other person who directly or\nindirectly controls, or is controlled by or under common control with, any such\nperson or who is acting or intends to act jointly or in concert with any such\nperson in connection with the acquisition of or exercise of beneficial ownership\nover shares; (ii) any corporation or organization of which any such person is an\nofficer, director, manager or partner or as to which any such person performs a\nsimilar function; (iii) any other person having direct or indirect beneficial\nownership of 10 percent or more of any class of equity securities of any such\nperson; (iv) any trust or estate in which any such person has a beneficial\ninterest or as to which any such person serves as trustee or in a similar\nfiduciary capacity; and (v) any relative or spouse of any such person, or any\nrelative of such spouse, any one of whom has the same residence as any such\nperson. For this purpose, “control” shall mean the possession,\ndirect or indirect, of the power to direct or to cause the direction of the\nmanagement or policies of a person, whether through the ownership of voting\nsecurities, by contract, arrangement or understanding, or otherwise.\n\t\t\tThe “votes” entitled to be cast by any share shall, if any voting\ngroup is entitled to vote for less than the total number of directors to be\nelected at any election, be determined by multiplying the number of votes\nentitled to be cast by the holder of such share by the number of directors for\nwhom such holder is entitled to vote; however, beneficial ownership of a\nmajority of the shares comprising any such voting group shall be deemed to\nentitle such beneficial owner to cast all the votes of the shares in such voting\ngroup.\n\nHISTORY: 1989, c. 14; 1990, c. 252; 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}}