                                 CODE OF VIRGINIA

COURT COSTS AND COUNSEL FEES (§ 13.1-741)

A. The court in an appraisal proceeding commenced under &#xA7; 13.1-740 shall
determine all court costs of the proceeding, including the reasonable
compensation and expenses of appraisers appointed by the court. The court shall
assess the costs against the corporation, except that the court may assess court
costs against all or some of the shareholders demanding appraisal, in amounts
that the court finds equitable, to the extent the court finds such shareholders
acted arbitrarily, vexatiously, or not in good faith with respect to the rights
provided by this article.

B. The court in an appraisal proceeding may also assess the expenses of the
respective parties, in amounts the court finds equitable:

   1. Against the corporation and in favor of any or all shareholders demanding
   appraisal if the court finds the corporation did not substantially comply with
   the requirements of &#xA7; 13.1-732, 13.1-734, 13.1-737 or 13.1-738; or

   2. Against either the corporation or a shareholder demanding appraisal, in
   favor of any other party, if the court finds that the party against whom the
   expenses are assessed acted arbitrarily, vexatiously or not in good faith with
   respect to the rights provided by this article.

C. If the court in an appraisal proceeding finds that the expenses incurred by
any shareholder were of substantial benefit to other shareholders similarly
situated, and that such expenses should not be assessed against the corporation,
the court may direct that such expenses be paid out of the amounts awarded the
shareholders who were benefited.

D. To the extent the corporation fails to make a required payment pursuant to
&#xA7; 13.1-737, 13.1-738 or 13.1-739, the shareholder may sue directly for the
amount owed and, to the extent successful, shall be entitled to recover from the
corporation all expenses of the suit.

HISTORY: Code 1950, §§ 13-85, 13.1-75, 13.1-78; 1956, c. 428; 1968, c. 733;
1972, c. 425; 1975, c. 500; 1984, c. 613; 1985, c. 522; 2005, c. 765; 2019, c.
734.