                                 CODE OF VIRGINIA

COMMISSION PROCEEDINGS REGARDING VALIDITY OF CORPORATE ACTIONS (§ 13.1-614.8)

A. Upon application by the corporation, any successor entity to the corporation,
a director of the corporation, any shareholder, beneficial shareholder, or
unrestricted voting trust beneficial owner of the corporation, including any
such shareholder, beneficial shareholder, or unrestricted voting trust
beneficial owner as of the date of the defective corporate action ratified under
§ 13.1-614.3, or any other person claiming to be substantially and adversely
affected by a ratification under § 13.1-614.3, the Commission may:

   1. Determine the validity and effectiveness of any corporate action or
   defective corporate action;

   2. Determine the validity and effectiveness of any ratification under &#xA7;
   13.1-614.3;

   3. Determine the validity of any putative shares; and

   4. Modify or waive any of the procedures specified in &#xA7; 13.1-614.3 or
   13.1-614.4 to ratify a defective corporate action.

B. In connection with an action under this section, the Commission may make such
findings or orders and take into account any factors or considerations regarding
such matters as it deems proper under the circumstances.

C. Service of process of the application under subsection A on the corporation
may be made in any manner provided by statutes of the Commonwealth or by rule of
the Commission for service on the corporation, and no other party need be joined
in order for the Commission to adjudicate the matter. In an action filed by the
corporation, the Commission may require notice of the action be provided to
other persons specified by the Commission and permit such other persons to
intervene in the action.

D. Notwithstanding any other provision of this section or otherwise under
applicable law, any action asserting that the ratification of any defective
corporate action and any putative shares issued as a result of such defective
corporate action should not be effective, or should be effective only on certain
conditions, shall be brought in a petition filed within 120 days of the
validation effective time.

HISTORY: 2019, c. 734.