CODE OF VIRGINIA

AFFILIATED TRANSACTIONS (§ 13.1-725.1)

Notwithstanding any provision to the contrary contained in this chapter, except
as provided in subsection B of § 13.1-727, no corporation shall engage in any
affiliated transaction with any interested shareholder for a period of three
years following such interested shareholder’s determination date unless
approved by the affirmative vote of a majority (but not less than two) of the
disinterested directors and by the affirmative vote of the holders of two-thirds
of the voting shares other than shares beneficially owned by the interested
shareholder. A corporation may engage in an affiliated transaction with an
interested shareholder beginning three years after such interested
shareholder’s determination date, provided such transaction complies with
the provisions of § 13.1-726.

HISTORY: 1988, c. 442.