{"law_id":"779314","section_number":"13.1-732","catch_line":"Notice of appraisal rights","history":"1985, c. 522; 2005, c. 765; 2007, c. 165; 2012, c. 706; 2015, c. 611.","order_by":null,"metadata":false,"court_decisions":{"0":{"name":"Willard v. Moneta Bldg. Supply, Inc.","case_number":"002354","citation":"551 S.E.2d 596","date":"2001-09-14","url":"https:\/\/www.courtlistener.com\/opinion\/1059429\/willard-v-moneta-bldg-supply-inc\/","abstract":" .\u202f.\u202f. and receive fair value for his stock, and Code \u00a7 13.1-732 requires the corporation to give notice .\u202f.\u202f. ","court_html":"SCV<\/abbr>"},"1":{"name":"Middleburg Training Center, Inc. v. Firestone","case_number":"1:07cv37","citation":"477 F. Supp. 2d 719","date":"2007-03-06","url":"https:\/\/www.courtlistener.com\/opinion\/2430136\/middleburg-training-center-inc-v-firestone\/","abstract":" .\u202f.\u202f. entitled to assert their appraisal rights. Va.Code \u00a7 13.1-732. Then, when the proposed corporate .\u202f.\u202f. ","court_html":"District Court, E.D. Virginia"}},"official_url":"http:\/\/law.lis.virginia.gov\/vacode\/13.1-732\/","refers_to":[{"id":"788888","section_number":"13.1-657","catch_line":"Action without meeting","url":"\/13.1-657\/"},{"id":"790619","section_number":"13.1-719","catch_line":"Merger between parent and subsidiary or between subsidiaries","url":"\/13.1-719\/"},{"id":"776426","section_number":"13.1-730","catch_line":"Right to appraisal","url":"\/13.1-730\/"},{"id":"778447","section_number":"13.1-734","catch_line":"Appraisal notice and form","url":"\/13.1-734\/"}],"url":"\/13.1-732\/","token":"13.1\/9\/15\/13.1-732","structure":{"1":{"id":"1659","name":"Appraisal Rights And Other Remedies.","identifier":"15","label":"article","url":"\/13.1\/9\/15\/"},"2":{"id":"511","name":"Virginia Stock Corporation Act","identifier":"9","label":"chapter","url":"\/13.1\/9\/"},"3":{"id":"43","name":"Corporations","identifier":"13.1","label":"title","url":"\/13.1\/"}},"referred_to_by":false,"edition_id":"11","section_id":"779314","structure_id":"1659","full_text":"A Where any corporate action specified in subsection A of \u00a7 13.1-730 is to be submitted to a vote at a shareholders’ meeting and the corporation has concluded that shareholders are or may be entitled to assert appraisal rights under this article, the meeting notice shall state the corporation’s position as to the availability of appraisal rights.A copy of this article shall accompany the meeting notice sent to those record shareholders who are or may be entitled to exercise appraisal rights.\r\rB In a merger pursuant to \u00a7 13.1-719, the parent corporation shall notify in writing all record shareholders of the subsidiary who are entitled to assert appraisal rights that the corporate action became effective. Such notice shall be sent within 10 days after the corporate action became effective and include the materials described in \u00a7 13.1-734.\r\rC Where any corporate action specified in subsection A of \u00a7 13.1-730 is to be approved by written consent of the shareholders pursuant to \u00a7 13.1-657:\r\rD Where corporate action described in subsection A of \u00a7 13.1-730 is proposed, or a merger pursuant to \u00a7 13.1-719 is effected, the notice referred to in subsection A or C, if the corporation concludes that appraisal rights are or may be available, and in subsection B shall be accompanied by:\r\rE A public corporation, or a corporation that ceased to be a public corporation as a result of the corporate action specified in subsection A of \u00a7 13.1-730, may fulfill its responsibilities under subsection D by delivering the specified financial statements, or otherwise making them available, in any manner permitted by the applicable rules and regulations of the U.S. Securities and Exchange Commission if the corporation was a public corporation as of the date of the specified financial statements.\r\rF The right to receive the information described in subsection D may be waived in writing by a shareholder before or after the corporate action.\r\r","text":{"0":{"id":"2513493","text":"Where any corporate action specified in subsection A of \u00a7 13.1-730 is to be submitted to a vote at a shareholders’ meeting and the corporation has concluded that shareholders are or may be entitled to assert appraisal rights under this article, the meeting notice shall state the corporation’s position as to the availability of appraisal rights.A copy of this article shall accompany the meeting notice sent to those record shareholders who are or may be entitled to exercise appraisal rights.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1},"1":{"id":"2513494","text":"In a merger pursuant to \u00a7 13.1-719, the parent corporation shall notify in writing all record shareholders of the subsidiary who are entitled to assert appraisal rights that the corporate action became effective. Such notice shall be sent within 10 days after the corporate action became effective and include the materials described in \u00a7 13.1-734.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1},"2":{"id":"2513495","text":"Where any corporate action specified in subsection A of \u00a7 13.1-730 is to be approved by written consent of the shareholders pursuant to \u00a7 13.1-657:","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1},"3":{"id":"2513496","text":" Written notice that appraisal rights are, are not, or may be available must be given to each record shareholder from whom a consent is solicited at the time consent of such shareholder is first solicited and, if the corporation has concluded that appraisal rights are or may be available, must be accompanied by a copy of this article; and","type":"section","prefixes":["C","1"],"prefix":"1","entire_prefix":"C1","prefix_anchor":"C1","level":2},"4":{"id":"2513497","text":" Written notice that appraisal rights are, are not, or may be available must be delivered together with the notice to nonconsenting and nonvoting shareholders required by subsections F and G of \u00a7 13.1-657, may include the materials described in \u00a7 13.1-734, and, if the corporation has concluded that appraisal rights are or may be available, must be accompanied by a copy of this article.","type":"section","prefixes":["C","2"],"prefix":"2","entire_prefix":"C2","prefix_anchor":"C2","level":2},"5":{"id":"2513498","text":"Where corporate action described in subsection A of \u00a7 13.1-730 is proposed, or a merger pursuant to \u00a7 13.1-719 is effected, the notice referred to in subsection A or C, if the corporation concludes that appraisal rights are or may be available, and in subsection B shall be accompanied by:","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1},"6":{"id":"2513499","text":" The annual financial statements specified in subsection A of \u00a7 13.1-774 of the corporation that issued the shares that may be subject to appraisal, which shall be as of a date ending not more than 16 months before the date of the notice and shall comply with subsection B of \u00a7 13.1-774; provided that, if such annual financial statements are not reasonably available, the corporation shall provide reasonably equivalent financial information; and","type":"section","prefixes":["D","1"],"prefix":"1","entire_prefix":"D1","prefix_anchor":"D1","level":2},"7":{"id":"2513500","text":" The latest available quarterly financial statements of such corporation, if any.","type":"section","prefixes":["D","2"],"prefix":"2","entire_prefix":"D2","prefix_anchor":"D2","level":2},"8":{"id":"2513501","text":"A public corporation, or a corporation that ceased to be a public corporation as a result of the corporate action specified in subsection A of \u00a7 13.1-730, may fulfill its responsibilities under subsection D by delivering the specified financial statements, or otherwise making them available, in any manner permitted by the applicable rules and regulations of the U.S. Securities and Exchange Commission if the corporation was a public corporation as of the date of the specified financial statements.","type":"section","prefixes":["E"],"prefix":"E","entire_prefix":"E","prefix_anchor":"E","level":1},"9":{"id":"2513502","text":"The right to receive the information described in subsection D may be waived in writing by a shareholder before or after the corporate action.","type":"section","prefixes":["F"],"prefix":"F","entire_prefix":"F","prefix_anchor":"F","level":1}},"ancestry":{"1":{"id":"1659","name":"Appraisal Rights And Other Remedies.","identifier":"15","label":"article","url":"\/13.1\/9\/15\/"},"2":{"id":"511","name":"Virginia Stock Corporation Act","identifier":"9","label":"chapter","url":"\/13.1\/9\/"},"3":{"id":"43","name":"Corporations","identifier":"13.1","label":"title","url":"\/13.1\/"}},"structure_contents":{"0":{"id":"769610","structure_id":"1659","section_number":"13.1-729","catch_line":"Definitions","url":"\/13.1-729\/","token":"13.1\/9\/15\/13.1-729"},"1":{"id":"776426","structure_id":"1659","section_number":"13.1-730","catch_line":"Right to appraisal","url":"\/13.1-730\/","token":"13.1\/9\/15\/13.1-730"},"2":{"id":"769868","structure_id":"1659","section_number":"13.1-731","catch_line":"Assertion of rights by nominees and beneficial owners","url":"\/13.1-731\/","token":"13.1\/9\/15\/13.1-731"},"3":{"id":"779314","structure_id":"1659","section_number":"13.1-732","catch_line":"Notice of appraisal rights","url":"\/13.1-732\/","token":"13.1\/9\/15\/13.1-732"},"4":{"id":"789491","structure_id":"1659","section_number":"13.1-733","catch_line":"Notice of intent to demand payment","url":"\/13.1-733\/","token":"13.1\/9\/15\/13.1-733"},"5":{"id":"778447","structure_id":"1659","section_number":"13.1-734","catch_line":"Appraisal notice and form","url":"\/13.1-734\/","token":"13.1\/9\/15\/13.1-734"},"6":{"id":"781168","structure_id":"1659","section_number":"13.1-735","catch_line":"Repealed","url":"\/13.1-735\/","token":"13.1\/9\/15\/13.1-735"},"7":{"id":"790308","structure_id":"1659","section_number":"13.1-735.1","catch_line":"Perfection of rights; right to withdraw","url":"\/13.1-735.1\/","token":"13.1\/9\/15\/13.1-735.1"},"8":{"id":"789544","structure_id":"1659","section_number":"13.1-736","catch_line":"Repealed","url":"\/13.1-736\/","token":"13.1\/9\/15\/13.1-736"},"9":{"id":"766900","structure_id":"1659","section_number":"13.1-737","catch_line":"Payment","url":"\/13.1-737\/","token":"13.1\/9\/15\/13.1-737"},"10":{"id":"775095","structure_id":"1659","section_number":"13.1-738","catch_line":"After-acquired shares","url":"\/13.1-738\/","token":"13.1\/9\/15\/13.1-738"},"11":{"id":"775907","structure_id":"1659","section_number":"13.1-739","catch_line":"Procedure if shareholder dissatisfied with payment or offer","url":"\/13.1-739\/","token":"13.1\/9\/15\/13.1-739"},"12":{"id":"766770","structure_id":"1659","section_number":"13.1-740","catch_line":"Court action","url":"\/13.1-740\/","token":"13.1\/9\/15\/13.1-740"},"13":{"id":"773622","structure_id":"1659","section_number":"13.1-741","catch_line":"Court costs and counsel fees","url":"\/13.1-741\/","token":"13.1\/9\/15\/13.1-741"},"14":{"id":"778422","structure_id":"1659","section_number":"13.1-741.1","catch_line":"Limitations on other remedies for fundamental transactions","url":"\/13.1-741.1\/","token":"13.1\/9\/15\/13.1-741.1"}},"previous_section":{"id":"769868","structure_id":"1659","section_number":"13.1-731","catch_line":"Assertion of rights by nominees and beneficial owners","url":"\/13.1-731\/","token":"13.1\/9\/15\/13.1-731"},"next_section":{"id":"789491","structure_id":"1659","section_number":"13.1-733","catch_line":"Notice of intent to demand payment","url":"\/13.1-733\/","token":"13.1\/9\/15\/13.1-733"},"references":false,"formats":{"txt":"\/13.1-732.txt","json":"\/13.1-732.json","xml":"\/13.1-732.xml"},"dublin_core":{"Title":"Notice of appraisal rights","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-732","Relation":"Code of Virginia"},"plain_text":" CODE OF VIRGINIA\n\nNOTICE OF APPRAISAL RIGHTS (\u00a7 13.1-732)\n\nA. Where any corporate action specified in subsection A of \u00a7 13.1-730 is to be\nsubmitted to a vote at a shareholders’ meeting and the corporation has\nconcluded that shareholders are or may be entitled to assert appraisal rights\nunder this article, the meeting notice shall state the corporation’s\nposition as to the availability of appraisal rights.A copy of this article shall\naccompany the meeting notice sent to those record shareholders who are or may be\nentitled to exercise appraisal rights.\n\nB. In a merger pursuant to \u00a7 13.1-719, the parent corporation shall notify in\nwriting all record shareholders of the subsidiary who are entitled to assert\nappraisal rights that the corporate action became effective. Such notice shall\nbe sent within 10 days after the corporate action became effective and include\nthe materials described in \u00a7 13.1-734.\n\nC. Where any corporate action specified in subsection A of \u00a7 13.1-730 is to be\napproved by written consent of the shareholders pursuant to \u00a7 13.1-657:\n\n 1. Written notice that appraisal rights are, are not, or may be available\n must be given to each record shareholder from whom a consent is solicited at\n the time consent of such shareholder is first solicited and, if the\n corporation has concluded that appraisal rights are or may be available, must\n be accompanied by a copy of this article; and\n\n 2. Written notice that appraisal rights are, are not, or may be available\n must be delivered together with the notice to nonconsenting and nonvoting\n shareholders required by subsections F and G of \u00a7 13.1-657, may include the\n materials described in \u00a7 13.1-734, and, if the corporation has concluded that\n appraisal rights are or may be available, must be accompanied by a copy of\n this article.\n\nD. Where corporate action described in subsection A of \u00a7 13.1-730 is proposed,\nor a merger pursuant to \u00a7 13.1-719 is effected, the notice referred to in\nsubsection A or C, if the corporation concludes that appraisal rights are or may\nbe available, and in subsection B shall be accompanied by:\n\n 1. The annual financial statements specified in subsection A of \u00a7 13.1-774\n of the corporation that issued the shares that may be subject to appraisal,\n which shall be as of a date ending not more than 16 months before the date of\n the notice and shall comply with subsection B of \u00a7 13.1-774; provided that,\n if such annual financial statements are not reasonably available, the\n corporation shall provide reasonably equivalent financial information; and\n\n 2. The latest available quarterly financial statements of such corporation,\n if any.\n\nE. A public corporation, or a corporation that ceased to be a public corporation\nas a result of the corporate action specified in subsection A of \u00a7 13.1-730,\nmay fulfill its responsibilities under subsection D by delivering the specified\nfinancial statements, or otherwise making them available, in any manner\npermitted by the applicable rules and regulations of the U.S. Securities and\nExchange Commission if the corporation was a public corporation as of the date\nof the specified financial statements.\n\nF. The right to receive the information described in subsection D may be waived\nin writing by a shareholder before or after the corporate action.\n\nHISTORY: 1985, c. 522; 2005, c. 765; 2007, c. 165; 2012, c. 706; 2015, c. 611."}