{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-728.3.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-728.3.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-728.3.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-728.3.html"}],"law_id":64876,"edition_id":1,"section_id":64876,"structure_id":15776,"section_number":"13.1-728.3","catch_line":"Voting rights","history":"1989, c. 14; 2005, c. 765.","full_text":"A\n\nNotwithstanding any contrary provision of this chapter, shares acquired in a control share acquisition have no voting rights unless voting rights are granted by resolution adopted by the shareholders of the public corporation. If such a resolution is adopted, such shares shall thereafter have the voting rights they would have had in the absence of this article.B\n\nTo be adopted under this section, the resolution shall be approved by a majority of all the votes which could be cast in a vote on the election of directors by all the outstanding shares other than interested shares. Interested shares shall not be entitled to vote on the matter, and in determining whether a quorum exists, all interested shares shall be disregarded. For the purpose of this subsection, the interested shares shall be determined as of the record date for determining the shareholders entitled to vote at the meeting.C\n\nIf no resolution is adopted under this section in respect of shares acquired in a control share acquisition and beneficial ownership of such shares is subsequently transferred in circumstances where the transferor no longer has beneficial ownership of such shares and the transferee is not engaged in a control share acquisition, then such shares shall thereafter have the voting rights they would have had in the absence of this article.","order_by":null,"text":{"0":{"id":236062,"text":"Notwithstanding any contrary provision of this chapter, shares acquired in a control share acquisition have no voting rights unless voting rights are granted by resolution adopted by the shareholders of the public corporation. If such a resolution is adopted, such shares shall thereafter have the voting rights they would have had in the absence of this article.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":236063,"text":"To be adopted under this section, the resolution shall be approved by a majority of all the votes which could be cast in a vote on the election of directors by all the outstanding shares other than interested shares. Interested shares shall not be entitled to vote on the matter, and in determining whether a quorum exists, all interested shares shall be disregarded. For the purpose of this subsection, the interested shares shall be determined as of the record date for determining the shareholders entitled to vote at the meeting.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"2":{"id":236064,"text":"If no resolution is adopted under this section in respect of shares acquired in a control share acquisition and beneficial ownership of such shares is subsequently transferred in circumstances where the transferor no longer has beneficial ownership of such shares and the transferee is not engaged in a control share acquisition, then such shares shall thereafter have the voting rights they would have had in the absence of this article.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B"}},"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}],"previous_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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-728.3\/","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 1 time. 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. That modification is as follows: in 2005, chapter 765<\/a>.<\/p>","references":[{"id":61101,"section_number":"13.1-728.2","catch_line":"Application","order_by":null,"url":"\/13.1-728.2\/"}],"refers_to":false,"permalink":{"id":150517,"object_type":"law","relational_id":64876,"identifier":"13.1-728.3","token":"13.1\/9\/14.1\/13.1-728.3","url":"\/13.1-728.3\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-728.3\/","token":"13.1\/9\/14.1\/13.1-728.3","dublin_core":{"Title":"Voting rights","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-728.3","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> Notwithstanding any contrary provision of this chapter, shares<\/span> acquired in a control share acquisition<\/span> have no voting rights unless voting rights are granted by resolution adopted by the shareholders<\/span> of the public corporation<\/span>. If such a resolution is adopted, such shares<\/span> shall thereafter have the voting rights they would have had in the absence of this article. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> To be adopted under this section, the resolution shall be approved by a majority of all the votes which could be cast in a vote on the election of directors by all the outstanding shares other than interested shares<\/span>. Interested shares<\/span> shall not be entitled to vote on the matter, and in determining whether a quorum exists, all interested shares<\/span> shall be disregarded. For the purpose of this subsection, the interested shares<\/span> shall be determined as of the record date<\/span> for determining the shareholders<\/span> entitled to vote at the meeting. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> If no resolution is adopted under this section in respect of shares acquired in a control share acquisition<\/span> and beneficial ownership<\/span> of such shares is subsequently transferred in circumstances where the transferor no longer has beneficial ownership<\/span> of such shares and the transferee is not engaged in a control share acquisition<\/span>, then such shares shall thereafter have the voting rights they would have had in the absence of this article. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nVOTING RIGHTS (\u00a7 13.1-728.3)\n\nA. Notwithstanding any contrary provision of this chapter, shares acquired in a\ncontrol share acquisition have no voting rights unless voting rights are granted\nby resolution adopted by the shareholders of the public corporation. If such a\nresolution is adopted, such shares shall thereafter have the voting rights they\nwould have had in the absence of this article.\n\nB. To be adopted under this section, the resolution shall be approved by a\nmajority of all the votes which could be cast in a vote on the election of\ndirectors by all the outstanding shares other than interested shares. Interested\nshares shall not be entitled to vote on the matter, and in determining whether a\nquorum exists, all interested shares shall be disregarded. For the purpose of\nthis subsection, the interested shares shall be determined as of the record date\nfor determining the shareholders entitled to vote at the meeting.\n\nC. If no resolution is adopted under this section in respect of shares acquired\nin a control share acquisition and beneficial ownership of such shares is\nsubsequently transferred in circumstances where the transferor no longer has\nbeneficial ownership of such shares and the transferee is not engaged in a\ncontrol share acquisition, then such shares shall thereafter have the voting\nrights they would have had in the absence of this article.\n\nHISTORY: 1989, c. 14; 2005, c. 765.","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}}