78519313.1-724Virginia Decodedhttps://vacode.org2016CorporationsVirginia Stock Corporation ActDisposition Of AssetsShareholder approval of certain dispositionsCode 1950, §§ 13-83, 13-84, 13.1-77; 1954, c. 499; 1956, c. 428; 1968, c. 109; 1971, Ex. Sess., c. 117; 1975, c. 500; 1985, c. 522; 1987, c. 181; 1996, c. 77; 2005, c. 765.Willard v. Moneta Bldg. Supply981836515 S.E.2d 2771999-06-11https://www.courtlistener.com/opinion/1059739/willard-v-moneta-bldg-supply/ . . . ' compliance with the provisions of Code § 13.1-724.[17] Specifically, Willard asserts that . . . <abbr title="Supreme Court of Virginia">SCV</abbr>In Re CT of Virginia, Inc.Civ. A. No. 90-0024-L, No. 687-01155-WA1124 B.R. 6941990-11-27https://www.courtlistener.com/opinion/1974733/in-re-ct-of-virginia-inc/ . . . sales of assets *697 are governed by Va.Code § 13.1-724, which recognizes that some sales of assets . . . District Court, W.D. Virginia . . . In Re C-T of Virginia, Incorporated, Formerly Known as . . . 90-1556958 F.2d 6061992-03-05https://www.courtlistener.com/opinion/579219/in-re-c-t-of-virginia-incorporated-formerly-known-as-craddock-terry-shoe/Court of Appeals for the Fourth CircuitUnited States v. BrandonCrim. A. No. 86-00062651 F. Supp. 3231987-01-08https://www.courtlistener.com/opinion/2306642/united-states-v-brandon/ . . . and in some cases, its stockholders. Va.Code §§ 13.1-724,853 (1985). Although a corporation may . . . District Court, W.D. VirginiaWBM, LLC v. Wildwoods Holding Corp.041990613 S.E.2d 4022005-06-09https://www.courtlistener.com/opinion/1058932/wbm-llc-v-wildwoods-holding-corp/ . . . usual and regular course of business." . . . <abbr title="Supreme Court of Virginia">SCV</abbr>Barber v. VistaRMS, Inc.052094634 S.E.2d 7062006-09-15https://www.courtlistener.com/opinion/1058795/barber-v-vistarms-inc/ . . . subsequently when he filed his petition. See Code § 13.1-724 and Code § 13.1-771 (referencing . . . <abbr title="Supreme Court of Virginia">SCV</abbr>Fisher v. Tails, Inc.1404442015-01-08https://www.courtlistener.com/opinion/2767479/fisher-v-tails-inc/ . . . of a disposition of assets . . . <abbr title="Supreme Court of Virginia">SCV</abbr>http://law.lis.virginia.gov/vacode/13.1-724/13.1-658Notice of meeting/13.1-658/13.1-723Disposition of assets not requiring shareholder approval/13.1-723/13.1-742Dissolution by directors and shareholders/13.1-742//13.1-724/13.1/9/13/13.1-72413.1-65854.1-23536.2-12056.2-914A disposition that requires approval of the shareholders under subsection A shall be initiated by adoption of a resolution by the board of directors authorizing the disposition. After adoption of such a resolution, the board of directors shall submit the proposed disposition to the shareholders for their approval. The board of directors shall also submit to the shareholders a recommendation that the shareholders approve the proposed disposition, unless the board of directors makes a determination that because of conflicts of interest or other special circumstances it should not make such a recommendation, in which case the board of directors shall transmit to the shareholders the basis for that determination.sectionBB1The board of directors may condition its submission of the proposed disposition on any basis.sectionCC1Unless the board of directors, acting pursuant to subsection C, requires a greater vote, the disposition to be authorized shall be approved by the holders of more than two-thirds of all the votes entitled to be cast on the disposition. The articles of incorporation may provide for a greater or lesser vote than that provided for in this subsection or a vote by separate voting groups so long as the vote provided for is not less than a majority of all the votes cast on the disposition by each voting group entitled to vote on the disposition at a meeting at which a quorum of the voting group exists.sectionEE1Unless the parties to the disposition have agreed otherwise, after a disposition has been approved by shareholders, and at any time before the disposition has been consummated, it may be abandoned, subject to any contractual rights, without further shareholder action in accordance with the procedure set forth in the resolution proposing the disposition or, if none is set forth, by the board of directors.sectionFF1A disposition of assets in the course of dissolution under Article 16 (§ 13.1-742 et seq.) is not governed by this section.sectionGG1The assets of a consolidated subsidiary shall be deemed the assets of the parent corporation for the purposes of this section.sectionHH1Notwithstanding any other provision of this section, no corporation organized to conduct the business of a railroad or other public service or a banking business, or a savings institution, an industrial loan association or a credit union may sell, lease or exchange its properties for the conduct of such business in the Commonwealth except to a corporation of the Commonwealth organized for the same purpose or in the case of a bank to a savings and loan association or a corporation of the United States, and in the case of a savings and loan association to a bank or a corporation of the United States.sectionII1