{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/38.2-1334.1.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/38.2-1334.1.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/38.2-1334.1.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/38.2-1334.1.html"}],"law_id":76185,"edition_id":1,"section_id":76185,"structure_id":13290,"section_number":"38.2-1334.1","catch_line":"Voting of securities, injunctions, and sequestration of voting securities","history":"1993, c. 158; 2014, c. 309.","full_text":"A\n\nNo security that is the subject of any agreement or arrangement regarding acquisition, or that is acquired or to be acquired, in contravention of the provisions of this article or of any rule, regulation, or order issued by the Commission hereunder, may be voted at any shareholders’ meeting, or may be counted for quorum purposes, and any action of shareholders requiring the affirmative vote of a percentage of shares may be taken as though such securities were not issued and outstanding. However, no action taken at any such meeting shall be invalidated by the voting of such securities, unless the action would materially affect control of an insurer subject to any provision of this article or unless the Commission or other court of the Commonwealth has so ordered. If the insurer or Commissioner of Insurance has reason to believe that any security of the insurer has been or is about to be acquired in contravention of the provisions of this article or of any rule, regulation or order issued by the Commission hereunder, the insurer or Commissioner of Insurance may apply to the Commission to enter an order (i) enjoining any offer, request, invitation, agreement, or acquisition made in contravention of § 38.2-1323; (ii) enforcing any rule, regulation, or order issued by the Commission under the foregoing sections to enjoin the voting of any security so acquired; or (iii) voiding any vote of such security already cast at any meeting of shareholders or providing for such other equitable relief as the nature of the case and the interest of the insurer’s policyholders, creditors, and shareholders or the public may require.B\n\nWhenever it appears to the Commission that any person has committed or is about to commit a violation of this article, the Commission may enter an order enjoining such person from violating or continuing to violate this article or any such rule or order, and for such other equitable relief as the nature of the case and the interests of the domestic insurer’s policyholders or the public may require.C\n\nIn any case where a person has acquired or is proposing to acquire any voting securities in violation of this article or any rule, regulation, or order issued by the Commission hereunder, the Commission may, after reasonable notice, upon application of the insurer or application of the Commissioner of Insurance, seize or sequester any voting securities of the insurer owned directly or indirectly by the person, and issue the order with respect thereto as may be appropriate to effectuate the provisions of this article.\n\t\t\tNotwithstanding any other provisions of law, for the purposes of this article, the situs of the ownership of the securities of domestic insurers shall be deemed to be in the Commonwealth.D\n\nThe actions authorized by this section are in addition to any remedies provided for by other sections of this title and may be imposed, in addition to or in lieu of any other penalties or actions provided for by law, whenever such actions involve a person that is neither domiciled nor licensed in this Commonwealth.","order_by":null,"text":{"0":{"id":273593,"text":"No security that is the subject of any agreement or arrangement regarding acquisition, or that is acquired or to be acquired, in contravention of the provisions of this article or of any rule, regulation, or order issued by the Commission hereunder, may be voted at any shareholders’ meeting, or may be counted for quorum purposes, and any action of shareholders requiring the affirmative vote of a percentage of shares may be taken as though such securities were not issued and outstanding. However, no action taken at any such meeting shall be invalidated by the voting of such securities, unless the action would materially affect control of an insurer subject to any provision of this article or unless the Commission or other court of the Commonwealth has so ordered. If the insurer or Commissioner of Insurance has reason to believe that any security of the insurer has been or is about to be acquired in contravention of the provisions of this article or of any rule, regulation or order issued by the Commission hereunder, the insurer or Commissioner of Insurance may apply to the Commission to enter an order (i) enjoining any offer, request, invitation, agreement, or acquisition made in contravention of § 38.2-1323; (ii) enforcing any rule, regulation, or order issued by the Commission under the foregoing sections to enjoin the voting of any security so acquired; or (iii) voiding any vote of such security already cast at any meeting of shareholders or providing for such other equitable relief as the nature of the case and the interest of the insurer’s policyholders, creditors, and shareholders or the public may require.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":273594,"text":"Whenever it appears to the Commission that any person has committed or is about to commit a violation of this article, the Commission may enter an order enjoining such person from violating or continuing to violate this article or any such rule or order, and for such other equitable relief as the nature of the case and the interests of the domestic insurer’s policyholders or the public may require.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"2":{"id":273595,"text":"In any case where a person has acquired or is proposing to acquire any voting securities in violation of this article or any rule, regulation, or order issued by the Commission hereunder, the Commission may, after reasonable notice, upon application of the insurer or application of the Commissioner of Insurance, seize or sequester any voting securities of the insurer owned directly or indirectly by the person, and issue the order with respect thereto as may be appropriate to effectuate the provisions of this article.\n\t\t\tNotwithstanding any other provisions of law, for the purposes of this article, the situs of the ownership of the securities of domestic insurers shall be deemed to be in the Commonwealth.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"D"},"3":{"id":273596,"text":"The actions authorized by this section are in addition to any remedies provided for by other sections of this title and may be imposed, in addition to or in lieu of any other penalties or actions provided for by law, whenever such actions involve a person that is neither domiciled nor licensed in this Commonwealth.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C"}},"ancestry":[{"id":13290,"edition_id":1,"name":"Insurance Holding Companies","identifier":"5","label":"article","depth":3,"order_by":1,"parent_id":13289,"metadata":{},"date_created":"2026-06-26 03:44:35","date_modified":"2026-06-26 03:44:35","permalink":{"id":211609,"object_type":"structure","relational_id":13290,"identifier":"5","token":"38.2\/13\/5","url":"\/38.2\/13\/5\/","edition_id":1,"permalink":0,"preferred":1}},{"id":13289,"edition_id":1,"name":"Reports, Reserves and Examinations, Insurance Holding Companies, Reinsurance Intermediaries, and Managing General Agents","identifier":"13","label":"chapter","depth":2,"order_by":1,"parent_id":12698,"metadata":{},"date_created":"2026-06-26 03:44:35","date_modified":"2026-06-26 03:44:35","permalink":{"id":211347,"object_type":"structure","relational_id":13289,"identifier":"13","token":"38.2\/13","url":"\/38.2\/13\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12698,"edition_id":1,"name":"Insurance","identifier":"38.2","label":"title","depth":1,"order_by":1,"parent_id":null,"metadata":{},"date_created":"2026-06-26 03:43:49","date_modified":"2026-06-26 03:43:49","permalink":{"id":210661,"object_type":"structure","relational_id":12698,"identifier":"38.2","token":"38.2","url":"\/38.2\/","edition_id":1,"permalink":0,"preferred":1}}],"structure_contents":[{"id":66587,"structure_id":13290,"section_number":"38.2-1322","catch_line":"Definitions","url":"\/38.2-1322\/","token":"38.2\/13\/5\/38.2-1322","metadata":false},{"id":84939,"structure_id":13290,"section_number":"38.2-1323","catch_line":"Acquisition of control of insurers","url":"\/38.2-1323\/","token":"38.2\/13\/5\/38.2-1323","metadata":false},{"id":72444,"structure_id":13290,"section_number":"38.2-1324","catch_line":"Contents of application","url":"\/38.2-1324\/","token":"38.2\/13\/5\/38.2-1324","metadata":false},{"id":77095,"structure_id":13290,"section_number":"38.2-1325","catch_line":"Alternate filing materials","url":"\/38.2-1325\/","token":"38.2\/13\/5\/38.2-1325","metadata":false},{"id":54281,"structure_id":13290,"section_number":"38.2-1326","catch_line":"Approval by Commission","url":"\/38.2-1326\/","token":"38.2\/13\/5\/38.2-1326","metadata":false},{"id":82872,"structure_id":13290,"section_number":"38.2-1327","catch_line":"Time for hearing; order of Commission","url":"\/38.2-1327\/","token":"38.2\/13\/5\/38.2-1327","metadata":false},{"id":65563,"structure_id":13290,"section_number":"38.2-1328","catch_line":"Exemption","url":"\/38.2-1328\/","token":"38.2\/13\/5\/38.2-1328","metadata":false},{"id":71281,"structure_id":13290,"section_number":"38.2-1329","catch_line":"Registration of insurers that are members of holding company system","url":"\/38.2-1329\/","token":"38.2\/13\/5\/38.2-1329","metadata":false},{"id":77796,"structure_id":13290,"section_number":"38.2-1330","catch_line":"Standards for transactions within an insurance holding company system; adequacy of surplus","url":"\/38.2-1330\/","token":"38.2\/13\/5\/38.2-1330","metadata":false},{"id":71817,"structure_id":13290,"section_number":"38.2-1330.1","catch_line":"Dividends and other distributions","url":"\/38.2-1330.1\/","token":"38.2\/13\/5\/38.2-1330.1","metadata":false},{"id":70122,"structure_id":13290,"section_number":"38.2-1331","catch_line":"Repealed","url":"\/38.2-1331\/","token":"38.2\/13\/5\/38.2-1331","metadata":false},{"id":84275,"structure_id":13290,"section_number":"38.2-1332","catch_line":"Examinations","url":"\/38.2-1332\/","token":"38.2\/13\/5\/38.2-1332","metadata":false},{"id":57304,"structure_id":13290,"section_number":"38.2-1332.1","catch_line":"Supervisory colleges","url":"\/38.2-1332.1\/","token":"38.2\/13\/5\/38.2-1332.1","metadata":false},{"id":62040,"structure_id":13290,"section_number":"38.2-1332.2","catch_line":"Group-wide supervision of internationally active insurance groups","url":"\/38.2-1332.2\/","token":"38.2\/13\/5\/38.2-1332.2","metadata":false},{"id":68581,"structure_id":13290,"section_number":"38.2-1333","catch_line":"Confidential treatment of information and documents","url":"\/38.2-1333\/","token":"38.2\/13\/5\/38.2-1333","metadata":false},{"id":56656,"structure_id":13290,"section_number":"38.2-1334","catch_line":"Revocation, suspension, or nonrenewal of insurer's license","url":"\/38.2-1334\/","token":"38.2\/13\/5\/38.2-1334","metadata":false},{"id":76185,"structure_id":13290,"section_number":"38.2-1334.1","catch_line":"Voting of securities, injunctions, and sequestration of voting securities","url":"\/38.2-1334.1\/","token":"38.2\/13\/5\/38.2-1334.1","metadata":false},{"id":57406,"structure_id":13290,"section_number":"38.2-1334.2","catch_line":"Recovery","url":"\/38.2-1334.2\/","token":"38.2\/13\/5\/38.2-1334.2","metadata":false},{"id":60684,"structure_id":13290,"section_number":"38.2-1334.2:1","catch_line":"Rules and regulations","url":"\/38.2-1334.2_1\/","token":"38.2\/13\/5\/38.2-1334.2_1","metadata":false},{"id":78719,"structure_id":13290,"section_number":"38.2-1334.2:2","catch_line":"Sanctions","url":"\/38.2-1334.2_2\/","token":"38.2\/13\/5\/38.2-1334.2_2","metadata":false},{"id":56478,"structure_id":13290,"section_number":"38.2-1334.2:3","catch_line":"Statutory construction and relationship to other laws","url":"\/38.2-1334.2_3\/","token":"38.2\/13\/5\/38.2-1334.2_3","metadata":false}],"previous_section":{"id":56656,"structure_id":13290,"section_number":"38.2-1334","catch_line":"Revocation, suspension, or nonrenewal of insurer's license","url":"\/38.2-1334\/","token":"38.2\/13\/5\/38.2-1334","metadata":false},"next_section":{"id":57406,"structure_id":13290,"section_number":"38.2-1334.2","catch_line":"Recovery","url":"\/38.2-1334.2\/","token":"38.2\/13\/5\/38.2-1334.2","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/38.2-1334.1\/","history_text":"

This law was first created in 1993. The record of its establishment is cataloged in chapter 158 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 1993 \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 2014, chapter 309<\/a>.<\/p>","references":false,"refers_to":[{"id":84939,"section_number":"38.2-1323","catch_line":"Acquisition of control of insurers","order_by":null,"url":"\/38.2-1323\/"}],"permalink":{"id":211675,"object_type":"law","relational_id":76185,"identifier":"38.2-1334.1","token":"38.2\/13\/5\/38.2-1334.1","url":"\/38.2-1334.1\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/38.2-1334.1\/","token":"38.2\/13\/5\/38.2-1334.1","dublin_core":{"Title":"Voting of securities, injunctions, and sequestration of voting securities","Type":"Text","Format":"text\/html","Identifier":"\u00a7 38.2-1334.1","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> No security that is the subject of any agreement or arrangement regarding acquisition, or that is acquired or to be acquired, in contravention of the provisions of this article or of any rule, regulation, or order<\/span> issued by the Commission<\/span> hereunder, may be voted at any shareholders’ meeting, or may be counted for quorum purposes, and any action of shareholders requiring the affirmative vote of a percentage of shares may be taken as though such securities were not issued and outstanding. However, no action taken at any such meeting shall be invalidated by the voting of such securities, unless the action would materially affect control of an insurer<\/span> subject to any provision of this article or unless the Commission<\/span> or other court<\/span> of the Commonwealth has so ordered. If the insurer<\/span> or Commissioner of Insurance<\/span> has reason to believe that any security of the insurer<\/span> has been or is about to be acquired in contravention of the provisions of this article or of any rule, regulation or order<\/span> issued by the Commission<\/span> hereunder, the insurer<\/span> or Commissioner of Insurance<\/span> may apply to the Commission<\/span> to enter an order<\/span> (i) enjoining any offer, request, invitation, agreement, or acquisition made in contravention of § 38.2-1323<\/a>; (ii) enforcing any rule, regulation, or order<\/span> issued by the Commission<\/span> under the foregoing sections to enjoin the voting of any security so acquired; or (iii) voiding any vote of such security already cast at any meeting of shareholders or providing for such other equitable<\/span> relief as the nature of the case and the interest of the insurer<\/span>’s policyholders, creditors<\/span>, and shareholders or the public may require. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> Whenever it appears to the Commission<\/span> that any person<\/span> has committed or is about to commit a violation of this article, the Commission<\/span> may enter an order<\/span> enjoining such person<\/span> from violating or continuing to violate this article or any such rule or order<\/span>, and for such other equitable<\/span> relief as the nature of the case and the interests of the domestic insurer<\/span>’s policyholders or the public may require. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> In any case where a person<\/span> has acquired or is proposing to acquire any voting securities in violation of this article or any rule, regulation, or order<\/span> issued by the Commission<\/span> hereunder, the Commission<\/span> may, after reasonable notice, upon application of the insurer<\/span> or application of the Commissioner of Insurance<\/span>, seize or sequester<\/span> any voting securities of the insurer<\/span> owned directly or indirectly by the person<\/span>, and issue<\/span> the order<\/span> with respect thereto as may be appropriate to effectuate the provisions of this article.\n\t\t\tNotwithstanding any other provisions of law<\/span>, for the purposes of this article, the situs of the ownership of the securities of domestic insurers<\/span> shall be deemed to be in the Commonwealth. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> The actions authorized by this section are in addition to any remedies provided for by other sections of this title and may be imposed, in addition to or in lieu of any other penalties or actions provided for by law<\/span>, whenever such actions involve a person<\/span> that is neither domiciled nor licensed in this Commonwealth. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nVOTING OF SECURITIES, INJUNCTIONS, AND SEQUESTRATION OF VOTING SECURITIES (\u00a7\n38.2-1334.1)\n\nA. No security that is the subject of any agreement or arrangement regarding\nacquisition, or that is acquired or to be acquired, in contravention of the\nprovisions of this article or of any rule, regulation, or order issued by the\nCommission hereunder, may be voted at any shareholders’ meeting, or may be\ncounted for quorum purposes, and any action of shareholders requiring the\naffirmative vote of a percentage of shares may be taken as though such\nsecurities were not issued and outstanding. However, no action taken at any such\nmeeting shall be invalidated by the voting of such securities, unless the action\nwould materially affect control of an insurer subject to any provision of this\narticle or unless the Commission or other court of the Commonwealth has so\nordered. If the insurer or Commissioner of Insurance has reason to believe that\nany security of the insurer has been or is about to be acquired in contravention\nof the provisions of this article or of any rule, regulation or order issued by\nthe Commission hereunder, the insurer or Commissioner of Insurance may apply to\nthe Commission to enter an order (i) enjoining any offer, request, invitation,\nagreement, or acquisition made in contravention of § 38.2-1323; (ii)\nenforcing any rule, regulation, or order issued by the Commission under the\nforegoing sections to enjoin the voting of any security so acquired; or (iii)\nvoiding any vote of such security already cast at any meeting of shareholders or\nproviding for such other equitable relief as the nature of the case and the\ninterest of the insurer’s policyholders, creditors, and shareholders or\nthe public may require.\n\nB. Whenever it appears to the Commission that any person has committed or is\nabout to commit a violation of this article, the Commission may enter an order\nenjoining such person from violating or continuing to violate this article or\nany such rule or order, and for such other equitable relief as the nature of the\ncase and the interests of the domestic insurer’s policyholders or the\npublic may require.\n\nC. In any case where a person has acquired or is proposing to acquire any voting\nsecurities in violation of this article or any rule, regulation, or order issued\nby the Commission hereunder, the Commission may, after reasonable notice, upon\napplication of the insurer or application of the Commissioner of Insurance,\nseize or sequester any voting securities of the insurer owned directly or\nindirectly by the person, and issue the order with respect thereto as may be\nappropriate to effectuate the provisions of this article.\n\t\t\tNotwithstanding any other provisions of law, for the purposes of this\narticle, the situs of the ownership of the securities of domestic insurers shall\nbe deemed to be in the Commonwealth.\n\nD. The actions authorized by this section are in addition to any remedies\nprovided for by other sections of this title and may be imposed, in addition to\nor in lieu of any other penalties or actions provided for by law, whenever such\nactions involve a person that is neither domiciled nor licensed in this\nCommonwealth.\n\nHISTORY: 1993, c. 158; 2014, c. 309.","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}}