{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-729.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-729.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-729.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-729.html"}],"law_id":77282,"edition_id":1,"section_id":77282,"structure_id":14208,"section_number":"13.1-729","catch_line":"Definitions","history":"1985, c. 522; 1992, c. 575; 2005, c. 765; 2007, c. 165; 2019, c. 734.","full_text":"As used in this article:\n\t\t“Affiliate” means a person who directly or indirectly through one or more intermediaries controls, is controlled by, or is under common control with another person or is a senior executive officer of such person. For purposes of subdivision B 4 of \u00a7 13.1-730, a person is deemed to be an affiliate of its senior executives.\n\t\t“Beneficial shareholder” means a person who is the beneficial owner of shares held in a voting trust or by a nominee on the beneficial owner’s behalf.\n\t\t“Corporation” means the domestic corporation that is the issuer of the shares held by a shareholder demanding appraisal and, for matters covered by \u00a7\u00a7 13.1-734 through 13.1-740, includes the survivor in a merger.\n\t\t“Fair value” means the value of the corporation’s shares determined:\n\n1\n\nImmediately before the effectiveness of the corporate action to which the shareholder objects;2\n\nUsing customary and current valuation concepts and techniques generally employed for similar businesses in the context of the transaction requiring appraisal; and3\n\nWithout discounting for lack of marketability or minority status except, if appropriate, for amendments to the articles of incorporation pursuant to subdivision A 5 of § 13.1-730.\n\t\t\t“Interest” means interest from the date the corporate action becomes effective until the date of payment, at the average rate currently paid by the corporation on its principal bank loans or, if none, at a rate that is fair and equitable under all the circumstances.\n\t\t\t“Interested transaction” means a corporate action described in subsection A of § 13.1-730, other than a merger pursuant to § 13.1-719 or 13.1-719.1, involving an interested person in which any of the shares or assets of the corporation are being acquired or converted. As used in this definition:1\n\n“Beneficial owner” means any person who, directly or indirectly, through any contract, arrangement, or understanding, other than a revocable proxy, has or shares the power to vote, or to direct the voting of, shares; except that a member of a national securities exchange is not deemed to be a beneficial owner of securities held directly or indirectly by it on behalf of another person solely because the member is the record holder of the securities if the member is precluded by the rules of the exchange from voting without instruction on contested matters or matters that may affect substantially the rights or privileges of the holders of the securities to be voted. When two or more persons agree to act together for the purpose of voting their shares of the corporation, each member of the group formed thereby is deemed to have acquired beneficial ownership, as of the date of the agreement, of all voting shares of the corporation beneficially owned by any member of the group.2\n\n“Interested person” means a person, or an affiliate of a person, who at any time during the one-year period immediately preceding approval by the board of directors of the corporate action:\n\t\t\ta. Was the beneficial owner of 20 percent or more of the voting power of the corporation, excluding any shares acquired pursuant to an offer for all shares of the corporation having voting power if the offer was made within one year prior to the corporate action for consideration of the same kind and of a value equal to or less than that paid in connection with the corporate action;\n\t\t\tb. Excluding the voting power of any shares of the corporation acquired pursuant to an offer for all shares having voting power if the offer was made within the previous one year for consideration of the same kind and of a value equal to or less than that paid in connection with the corporate action, had the power, contractually or otherwise, to cause the appointment or election of 25 percent or more of the directors to the board of directors of the corporation; or\n\t\t\tc. Was a senior executive officer or director of the corporation or a senior executive officer of any affiliate of the corporation, and that senior executive officer or director will receive, as a result of the corporate action, a financial benefit not generally available to other shareholders as such, other than:1\n\nEmployment, consulting, retirement, or similar benefits established separately and not as part of or in contemplation of the corporate action;2\n\nEmployment, consulting, retirement, or similar benefits established in contemplation of, or as part of, the corporate action that are not more favorable than those existing before the corporate action or, if more favorable, that have been approved on behalf of the corporation in the same manner as is provided in § 13.1-691; or3\n\nIn the case of a director of the corporation who will, in the corporate action, become a director of the acquiring entity in the corporate action or one of its affiliates, rights and benefits as a director that are provided on the same basis as those afforded by the acquiring entity generally to other directors of such entity or such affiliate.\n\t\t\t\t“Preferred shares” means a class or series of shares whose holders have preference over any other class or series of shares with respect to distributions.\n\t\t\t\t“Senior executive” means the chief executive officer, chief operating officer, chief financial officer and anyone in charge of a principal business unit or function.\n\t\t\t\t“Shareholder” means a record shareholder, a beneficial shareholder, and a voting trust beneficial owner.","order_by":null,"text":{"0":{"id":277199,"text":"As used in this article:\n\t\t“Affiliate” means a person who directly or indirectly through one or more intermediaries controls, is controlled by, or is under common control with another person or is a senior executive officer of such person. For purposes of subdivision B 4 of \u00a7 13.1-730, a person is deemed to be an affiliate of its senior executives.\n\t\t“Beneficial shareholder” means a person who is the beneficial owner of shares held in a voting trust or by a nominee on the beneficial owner’s behalf.\n\t\t“Corporation” means the domestic corporation that is the issuer of the shares held by a shareholder demanding appraisal and, for matters covered by \u00a7\u00a7 13.1-734 through 13.1-740, includes the survivor in a merger.\n\t\t“Fair value” means the value of the corporation’s shares determined:","type":"section","prefixes":[""],"prefix":"","entire_prefix":"","prefix_anchor":"","level":1,"next_prefix":"1"},"1":{"id":277200,"text":"Immediately before the effectiveness of the corporate action to which the shareholder objects;","type":"section","prefixes":["1"],"prefix":"1","entire_prefix":"1","prefix_anchor":"1","level":1,"prior_prefix":"","next_prefix":"2"},"2":{"id":277201,"text":"Using customary and current valuation concepts and techniques generally employed for similar businesses in the context of the transaction requiring appraisal; and","type":"section","prefixes":["2"],"prefix":"2","entire_prefix":"2","prefix_anchor":"2","level":1,"prior_prefix":"1","next_prefix":"3"},"3":{"id":277202,"text":"Without discounting for lack of marketability or minority status except, if appropriate, for amendments to the articles of incorporation pursuant to subdivision A 5 of § 13.1-730.\n\t\t\t“Interest” means interest from the date the corporate action becomes effective until the date of payment, at the average rate currently paid by the corporation on its principal bank loans or, if none, at a rate that is fair and equitable under all the circumstances.\n\t\t\t“Interested transaction” means a corporate action described in subsection A of § 13.1-730, other than a merger pursuant to § 13.1-719 or 13.1-719.1, involving an interested person in which any of the shares or assets of the corporation are being acquired or converted. As used in this definition:","type":"section","prefixes":["3"],"prefix":"3","entire_prefix":"3","prefix_anchor":"3","level":1,"prior_prefix":"2","next_prefix":"1"},"4":{"id":277203,"text":"“Beneficial owner” means any person who, directly or indirectly, through any contract, arrangement, or understanding, other than a revocable proxy, has or shares the power to vote, or to direct the voting of, shares; except that a member of a national securities exchange is not deemed to be a beneficial owner of securities held directly or indirectly by it on behalf of another person solely because the member is the record holder of the securities if the member is precluded by the rules of the exchange from voting without instruction on contested matters or matters that may affect substantially the rights or privileges of the holders of the securities to be voted. When two or more persons agree to act together for the purpose of voting their shares of the corporation, each member of the group formed thereby is deemed to have acquired beneficial ownership, as of the date of the agreement, of all voting shares of the corporation beneficially owned by any member of the group.","type":"section","prefixes":["1"],"prefix":"1","entire_prefix":"1","prefix_anchor":"1","level":1,"prior_prefix":"3","next_prefix":"2"},"5":{"id":277204,"text":"“Interested person” means a person, or an affiliate of a person, who at any time during the one-year period immediately preceding approval by the board of directors of the corporate action:\n\t\t\ta. Was the beneficial owner of 20 percent or more of the voting power of the corporation, excluding any shares acquired pursuant to an offer for all shares of the corporation having voting power if the offer was made within one year prior to the corporate action for consideration of the same kind and of a value equal to or less than that paid in connection with the corporate action;\n\t\t\tb. Excluding the voting power of any shares of the corporation acquired pursuant to an offer for all shares having voting power if the offer was made within the previous one year for consideration of the same kind and of a value equal to or less than that paid in connection with the corporate action, had the power, contractually or otherwise, to cause the appointment or election of 25 percent or more of the directors to the board of directors of the corporation; or\n\t\t\tc. Was a senior executive officer or director of the corporation or a senior executive officer of any affiliate of the corporation, and that senior executive officer or director will receive, as a result of the corporate action, a financial benefit not generally available to other shareholders as such, other than:","type":"section","prefixes":["2"],"prefix":"2","entire_prefix":"2","prefix_anchor":"2","level":1,"prior_prefix":"1","next_prefix":"21"},"6":{"id":277205,"text":"Employment, consulting, retirement, or similar benefits established separately and not as part of or in contemplation of the corporate action;","type":"section","prefixes":["2","1"],"prefix":"1","entire_prefix":"21","prefix_anchor":"21","level":2,"prior_prefix":"2","next_prefix":"22"},"7":{"id":277206,"text":"Employment, consulting, retirement, or similar benefits established in contemplation of, or as part of, the corporate action that are not more favorable than those existing before the corporate action or, if more favorable, that have been approved on behalf of the corporation in the same manner as is provided in § 13.1-691; or","type":"section","prefixes":["2","2"],"prefix":"2","entire_prefix":"22","prefix_anchor":"22","level":2,"prior_prefix":"21","next_prefix":"23"},"8":{"id":277207,"text":"In the case of a director of the corporation who will, in the corporate action, become a director of the acquiring entity in the corporate action or one of its affiliates, rights and benefits as a director that are provided on the same basis as those afforded by the acquiring entity generally to other directors of such entity or such affiliate.\n\t\t\t\t“Preferred shares” means a class or series of shares whose holders have preference over any other class or series of shares with respect to distributions.\n\t\t\t\t“Senior executive” means the chief executive officer, chief operating officer, chief financial officer and anyone in charge of a principal business unit or function.\n\t\t\t\t“Shareholder” means a record shareholder, a beneficial shareholder, and a voting trust beneficial owner.","type":"section","prefixes":["2","3"],"prefix":"3","entire_prefix":"23","prefix_anchor":"23","level":2,"prior_prefix":"22"}},"ancestry":[{"id":14208,"edition_id":1,"name":"Appraisal Rights and Other Remedies","identifier":"15","label":"article","depth":3,"order_by":1,"parent_id":12983,"metadata":{},"date_created":"2026-06-26 03:47:17","date_modified":"2026-06-26 03:47:17","permalink":{"id":150545,"object_type":"structure","relational_id":14208,"identifier":"15","token":"13.1\/9\/15","url":"\/13.1\/9\/15\/","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":77282,"structure_id":14208,"section_number":"13.1-729","catch_line":"Definitions","url":"\/13.1-729\/","token":"13.1\/9\/15\/13.1-729","metadata":false},{"id":65588,"structure_id":14208,"section_number":"13.1-730","catch_line":"Right to appraisal","url":"\/13.1-730\/","token":"13.1\/9\/15\/13.1-730","metadata":false},{"id":62037,"structure_id":14208,"section_number":"13.1-731","catch_line":"Assertion of rights by nominees and beneficial owners","url":"\/13.1-731\/","token":"13.1\/9\/15\/13.1-731","metadata":false},{"id":87218,"structure_id":14208,"section_number":"13.1-732","catch_line":"Notice of appraisal rights","url":"\/13.1-732\/","token":"13.1\/9\/15\/13.1-732","metadata":false},{"id":58466,"structure_id":14208,"section_number":"13.1-733","catch_line":"Notice of intent to demand payment","url":"\/13.1-733\/","token":"13.1\/9\/15\/13.1-733","metadata":false},{"id":68704,"structure_id":14208,"section_number":"13.1-734","catch_line":"Appraisal notice and form","url":"\/13.1-734\/","token":"13.1\/9\/15\/13.1-734","metadata":false},{"id":55399,"structure_id":14208,"section_number":"13.1-735","catch_line":"Repealed","url":"\/13.1-735\/","token":"13.1\/9\/15\/13.1-735","metadata":false},{"id":76666,"structure_id":14208,"section_number":"13.1-735.1","catch_line":"Perfection of rights; right to withdraw","url":"\/13.1-735.1\/","token":"13.1\/9\/15\/13.1-735.1","metadata":false},{"id":84477,"structure_id":14208,"section_number":"13.1-736","catch_line":"Repealed","url":"\/13.1-736\/","token":"13.1\/9\/15\/13.1-736","metadata":false},{"id":84694,"structure_id":14208,"section_number":"13.1-737","catch_line":"Payment","url":"\/13.1-737\/","token":"13.1\/9\/15\/13.1-737","metadata":false},{"id":86120,"structure_id":14208,"section_number":"13.1-738","catch_line":"After-acquired shares","url":"\/13.1-738\/","token":"13.1\/9\/15\/13.1-738","metadata":false},{"id":71865,"structure_id":14208,"section_number":"13.1-739","catch_line":"Procedure if shareholder dissatisfied with payment or offer","url":"\/13.1-739\/","token":"13.1\/9\/15\/13.1-739","metadata":false},{"id":63834,"structure_id":14208,"section_number":"13.1-740","catch_line":"Court action","url":"\/13.1-740\/","token":"13.1\/9\/15\/13.1-740","metadata":false},{"id":73399,"structure_id":14208,"section_number":"13.1-741","catch_line":"Court costs and counsel fees","url":"\/13.1-741\/","token":"13.1\/9\/15\/13.1-741","metadata":false},{"id":78022,"structure_id":14208,"section_number":"13.1-741.1","catch_line":"Limitations on other remedies for fundamental transactions","url":"\/13.1-741.1\/","token":"13.1\/9\/15\/13.1-741.1","metadata":false}],"next_section":{"id":65588,"structure_id":14208,"section_number":"13.1-730","catch_line":"Right to appraisal","url":"\/13.1-730\/","token":"13.1\/9\/15\/13.1-730","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-729\/","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 4 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 1992, chapter 575; in 2005, chapter 765<\/a>; in 2007, chapter 165<\/a>; in 2019, chapter 734<\/a>.<\/p>","references":[{"id":71539,"section_number":"13.1-721","catch_line":"Effect of merger or share exchange","order_by":null,"url":"\/13.1-721\/"},{"id":78756,"section_number":"13.1-722.13","catch_line":"Effect of conversion","order_by":null,"url":"\/13.1-722.13\/"},{"id":87304,"section_number":"13.1-722.7:1","catch_line":"Effect of domestication","order_by":null,"url":"\/13.1-722.7_1\/"},{"id":76494,"section_number":"13.1-728.8","catch_line":"Appraisal rights","order_by":null,"url":"\/13.1-728.8\/"},{"id":82192,"section_number":"6.2-105","catch_line":"Reclassification or conversion of banking institution shares","order_by":null,"url":"\/6.2-105\/"},{"id":67165,"section_number":"6.2-1114","catch_line":"Application of Virginia Stock Corporation Act and Virginia Nonstock Corporation Act","order_by":null,"url":"\/6.2-1114\/"}],"refers_to":[{"id":56699,"section_number":"13.1-691","catch_line":"Director conflict of interests","order_by":null,"url":"\/13.1-691\/"},{"id":76745,"section_number":"13.1-719","catch_line":"Merger between parent and subsidiary or between subsidiaries","order_by":null,"url":"\/13.1-719\/"},{"id":69231,"section_number":"13.1-719.1","catch_line":"Formation of a holding company","order_by":null,"url":"\/13.1-719.1\/"},{"id":65588,"section_number":"13.1-730","catch_line":"Right to appraisal","order_by":null,"url":"\/13.1-730\/"},{"id":68704,"section_number":"13.1-734","catch_line":"Appraisal notice and form","order_by":null,"url":"\/13.1-734\/"},{"id":63834,"section_number":"13.1-740","catch_line":"Court action","order_by":null,"url":"\/13.1-740\/"}],"permalink":{"id":150547,"object_type":"law","relational_id":77282,"identifier":"13.1-729","token":"13.1\/9\/15\/13.1-729","url":"\/13.1-729\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-729\/","token":"13.1\/9\/15\/13.1-729","dublin_core":{"Title":"Definitions","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-729","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

As used in this article:\n\t\t“Affiliate<\/span>” means a person<\/span> who directly or indirectly through one or more intermediaries controls, is controlled by, or is under common control with another person<\/span> or is a senior executive<\/span> officer of such person<\/span>. For purposes of subdivision B 4 of \u00a7 13.1-730<\/a>, a person<\/span> is deemed to be an affiliate<\/span> of its senior executives<\/span>.\n\t\t“Beneficial shareholder<\/span>” means a person<\/span> who is the beneficial owner<\/span> of shares<\/span> held in a voting trust or by a nominee on the beneficial owner<\/span>’s behalf.\n\t\t“Corporation” means the domestic corporation<\/span> that is the issuer of the shares<\/span> held by a shareholder demanding appraisal and, for matters covered by \u00a7\u00a7 13.1-734<\/a> through 13.1-740<\/a>, includes the survivor in a merger<\/span>.\n\t\t“Fair value<\/span>” means the value of the corporation’s shares<\/span> determined:<\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> Immediately before the effectiveness of the corporate action to which the shareholder objects<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> Using customary and current valuation concepts and techniques generally employed for similar businesses in the context of the transaction requiring appraisal; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> Without discounting for lack of marketability or minority status except, if appropriate, for amendments to the articles of incorporation<\/span> pursuant to subdivision A 5 of § 13.1-730<\/a>.\n\t\t\t“Interest<\/span>” means interest<\/span> from the date the corporate action becomes effective until the date of payment, at the average rate currently paid by the corporation on its principal bank loans or, if none, at a rate that is fair and equitable<\/span> under all the circumstances.\n\t\t\t“Interested transaction<\/span>” means a corporate action described in subsection A of § 13.1-730<\/a>, other than a merger<\/span> pursuant to § 13.1-719<\/a> or 13.1-719.1<\/a>, involving an interested person<\/span> in which any of the shares<\/span> or assets<\/span> of the corporation are being acquired or converted. As used in this definition: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> “Beneficial owner<\/span>” means any person who, directly or indirectly, through any contract<\/span>, arrangement, or understanding, other than a revocable proxy, has or shares<\/span> the power to vote, or to direct the voting of, shares<\/span>; except that a member of a national securities exchange is not deemed to be a beneficial owner<\/span> of securities held directly or indirectly by it on behalf of another person solely because the member is the record holder of the securities if the member is precluded by the rules of the exchange from voting without instruction on contested matters or matters that may affect substantially the rights or privileges<\/span> of the holders of the securities to be voted. When two or more persons<\/span> agree to act together for the purpose of voting their shares<\/span> of the corporation, each member of the group formed thereby is deemed to have acquired beneficial ownership, as of the date of the agreement, of all voting shares<\/span> of the corporation beneficially owned by any member of the group. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> “Interested person<\/span>” means a person, or an affiliate<\/span> of a person, who at any time during the one-year period immediately preceding approval by the board of directors of the corporate action:\n\t\t\ta. Was the beneficial owner<\/span> of 20 percent or more of the voting power<\/span> of the corporation, excluding any shares<\/span> acquired pursuant to an offer for all shares<\/span> of the corporation having voting power<\/span> if the offer was made within one year prior to the corporate action for consideration of the same kind and of a value equal to or less than that paid in connection with the corporate action;\n\t\t\tb. Excluding the voting power<\/span> of any shares<\/span> of the corporation acquired pursuant to an offer for all shares<\/span> having voting power<\/span> if the offer was made within the previous one year for consideration of the same kind and of a value equal to or less than that paid in connection with the corporate action, had the power, contractually or otherwise, to cause the appointment or election of 25 percent or more of the directors to the board of directors of the corporation; or\n\t\t\tc. Was a senior executive<\/span> officer or director of the corporation or a senior executive<\/span> officer of any affiliate<\/span> of the corporation, and that senior executive<\/span> officer or director will receive, as a result of the corporate action, a financial benefit not generally available to other shareholders<\/span> as such, other than: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> Employment, consulting, retirement, or similar benefits established separately and not as part of or in contemplation of the corporate action; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> Employment, consulting, retirement, or similar benefits established in contemplation of, or as part of, the corporate action that are not more favorable than those existing before the corporate action or, if more favorable, that have been approved on behalf of the corporation in the same manner as is provided in § 13.1-691<\/a>; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> In the case of a director of the corporation who will, in the corporate action, become a director of the acquiring entity<\/span> in the corporate action or one of its affiliates<\/span>, rights and benefits as a director that are provided on the same basis as those afforded by the acquiring entity<\/span> generally to other directors of such entity<\/span> or such affiliate<\/span>.\n\t\t\t\t“Preferred shares<\/span>” means a class or series of shares whose holders have preference over any other class or series of shares with respect to distributions<\/span>.\n\t\t\t\t“Senior executive<\/span>” means the chief executive officer, chief operating officer, chief financial officer and anyone in charge of a principal business unit or function.\n\t\t\t\t“Shareholder” means a record shareholder<\/span>, a beneficial shareholder<\/span>, and a voting trust beneficial owner<\/span>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nDEFINITIONS (\u00a7 13.1-729)\n\nAs used in this article:\n\t\t“Affiliate” means a person who directly or indirectly through one\nor more intermediaries controls, is controlled by, or is under common control\nwith another person or is a senior executive officer of such person. For\npurposes of subdivision B 4 of \u00a7 13.1-730, a person is deemed to be an\naffiliate of its senior executives.\n\t\t“Beneficial shareholder” means a person who is the beneficial\nowner of shares held in a voting trust or by a nominee on the beneficial\nowner’s behalf.\n\t\t“Corporation” means the domestic corporation that is the issuer of\nthe shares held by a shareholder demanding appraisal and, for matters covered by\n\u00a7\u00a7 13.1-734 through 13.1-740, includes the survivor in a merger.\n\t\t“Fair value” means the value of the corporation’s shares\ndetermined:\n\n1. Immediately before the effectiveness of the corporate action to which the\nshareholder objects;\n\n2. Using customary and current valuation concepts and techniques generally\nemployed for similar businesses in the context of the transaction requiring\nappraisal; and\n\n3. Without discounting for lack of marketability or minority status except, if\nappropriate, for amendments to the articles of incorporation pursuant to\nsubdivision A 5 of § 13.1-730.\n\t\t\t“Interest” means interest from the date the corporate action\nbecomes effective until the date of payment, at the average rate currently paid\nby the corporation on its principal bank loans or, if none, at a rate that is\nfair and equitable under all the circumstances.\n\t\t\t“Interested transaction” means a corporate action described in\nsubsection A of § 13.1-730, other than a merger pursuant to § 13.1-719\nor 13.1-719.1, involving an interested person in which any of the shares or\nassets of the corporation are being acquired or converted. As used in this\ndefinition:\n\n1. “Beneficial owner” means any person who, directly or indirectly,\nthrough any contract, arrangement, or understanding, other than a revocable\nproxy, has or shares the power to vote, or to direct the voting of, shares;\nexcept that a member of a national securities exchange is not deemed to be a\nbeneficial owner of securities held directly or indirectly by it on behalf of\nanother person solely because the member is the record holder of the securities\nif the member is precluded by the rules of the exchange from voting without\ninstruction on contested matters or matters that may affect substantially the\nrights or privileges of the holders of the securities to be voted. When two or\nmore persons agree to act together for the purpose of voting their shares of the\ncorporation, each member of the group formed thereby is deemed to have acquired\nbeneficial ownership, as of the date of the agreement, of all voting shares of\nthe corporation beneficially owned by any member of the group.\n\n2. “Interested person” means a person, or an affiliate of a person,\nwho at any time during the one-year period immediately preceding approval by the\nboard of directors of the corporate action:\n\t\t\ta. Was the beneficial owner of 20 percent or more of the voting power of the\ncorporation, excluding any shares acquired pursuant to an offer for all shares\nof the corporation having voting power if the offer was made within one year\nprior to the corporate action for consideration of the same kind and of a value\nequal to or less than that paid in connection with the corporate action;\n\t\t\tb. Excluding the voting power of any shares of the corporation acquired\npursuant to an offer for all shares having voting power if the offer was made\nwithin the previous one year for consideration of the same kind and of a value\nequal to or less than that paid in connection with the corporate action, had the\npower, contractually or otherwise, to cause the appointment or election of 25\npercent or more of the directors to the board of directors of the corporation;\nor\n\t\t\tc. Was a senior executive officer or director of the corporation or a senior\nexecutive officer of any affiliate of the corporation, and that senior executive\nofficer or director will receive, as a result of the corporate action, a\nfinancial benefit not generally available to other shareholders as such, other\nthan:\n\n 1. Employment, consulting, retirement, or similar benefits established\n separately and not as part of or in contemplation of the corporate action;\n\n 2. Employment, consulting, retirement, or similar benefits established in\n contemplation of, or as part of, the corporate action that are not more\n favorable than those existing before the corporate action or, if more\n favorable, that have been approved on behalf of the corporation in the same\n manner as is provided in § 13.1-691; or\n\n 3. In the case of a director of the corporation who will, in the corporate\n action, become a director of the acquiring entity in the corporate action or\n one of its affiliates, rights and benefits as a director that are provided on\n the same basis as those afforded by the acquiring entity generally to other\n directors of such entity or such affiliate.\n \t\t\t\t“Preferred shares” means a class or series of shares whose\n holders have preference over any other class or series of shares with respect\n to distributions.\n \t\t\t\t“Senior executive” means the chief executive officer, chief\n operating officer, chief financial officer and anyone in charge of a principal\n business unit or function.\n \t\t\t\t“Shareholder” means a record shareholder, a beneficial\n shareholder, and a voting trust beneficial owner.\n\nHISTORY: 1985, c. 522; 1992, c. 575; 2005, c. 765; 2007, c. 165; 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}}