{"law_id":"766770","section_number":"13.1-740","catch_line":"Court action","history":"Code 1950, \u00a7\u00a7 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.","order_by":null,"metadata":{"court_decisions":{"0":{"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. County, Virginia, in accordance with Va.Code \u00a7 13.1-740. .\u202f.\u202f. ","court_html":"District Court, E.D. Virginia"}}},"court_decisions":{"0":{"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. County, Virginia, in accordance with Va.Code \u00a7 13.1-740. .\u202f.\u202f. ","court_html":"District Court, E.D. Virginia"}},"official_url":"http:\/\/law.lis.virginia.gov\/vacode\/13.1-740\/","refers_to":[{"id":"766900","section_number":"13.1-737","catch_line":"Payment","url":"\/13.1-737\/"},{"id":"775095","section_number":"13.1-738","catch_line":"After-acquired shares","url":"\/13.1-738\/"},{"id":"775907","section_number":"13.1-739","catch_line":"Procedure if shareholder dissatisfied with payment or offer","url":"\/13.1-739\/"}],"url":"\/13.1-740\/","token":"13.1\/9\/15\/13.1-740","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":[{"id":"766770","section_number":"13.1-740","catch_line":"Court action","url":"\/13.1-740\/"},{"id":"773622","section_number":"13.1-741","catch_line":"Court costs and counsel fees","url":"\/13.1-741\/"}],"edition_id":"11","section_id":"766770","structure_id":"1659","full_text":"A If a shareholder makes a demand for payment under \u00a7 13.1-739 that remains unsettled, the corporation shall commence a proceeding within 60 days after receiving the payment demand and petition the court to determine the fair value of the shares and accrued interest. If the corporation does not commence the proceeding within the 60-day period, it shall pay in cash to each shareholder the amount the shareholder demanded pursuant to \u00a7 13.1-737 plus interest.\r\rB The corporation shall commence the proceeding in the circuit court of the city or county where the corporation’s principal office, or, if none in the Commonwealth, where its registered office, is located. If the corporation is a foreign corporation without a registered office in the Commonwealth, it shall commence the proceeding in the circuit court of the city or county in the Commonwealth where the principal office, or, if none in the Commonwealth, where the registered office of the domestic corporation merged with the foreign corporation was located at the time the transaction became effective.\r\rC The corporation shall make all shareholders, whether or not residents of the Commonwealth, whose demands remain unsettled parties to the proceeding as in an action against their shares, and all parties shall be served with a copy of the petition. Nonresidents may be served by registered or certified mail or by publication as provided by law.\r\rD The corporation may join as a party to the proceeding any shareholder who claims to have demanded an appraisal but who has not, in the opinion of the corporation, complied with the provisions of this article. If the court determines that a shareholder has not complied with the provisions of this article, that shareholder shall be dismissed as a party.\r\rE The jurisdiction of the court in which the proceeding is commenced under subsection B is plenary and exclusive. The court may appoint one or more persons as appraisers to receive evidence and recommend a decision on the question of fair value. The appraisers shall have the powers described in the order appointing them, or in any amendment to it. The shareholders demanding appraisal are entitled to the same discovery rights as parties in other civil proceedings. There shall be no right to a jury trial.\r\rF Each shareholder made a party to the proceeding is entitled to judgment (i) for the amount, if any, by which the court finds the fair value of the shareholder’s shares plus interest exceeds the amount paid by the corporation to the shareholder for such shares or (ii) for the fair value plus interest of the shareholder’s shares for which the corporation elected to withhold payment under \u00a7 13.1-738.\r\r","text":{"0":{"id":"2471192","text":"If a shareholder makes a demand for payment under \u00a7 13.1-739 that remains unsettled, the corporation shall commence a proceeding within 60 days after receiving the payment demand and petition the court to determine the fair value of the shares and accrued interest. If the corporation does not commence the proceeding within the 60-day period, it shall pay in cash to each shareholder the amount the shareholder demanded pursuant to \u00a7 13.1-737 plus interest.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1},"1":{"id":"2471193","text":"The corporation shall commence the proceeding in the circuit court of the city or county where the corporation’s principal office, or, if none in the Commonwealth, where its registered office, is located. If the corporation is a foreign corporation without a registered office in the Commonwealth, it shall commence the proceeding in the circuit court of the city or county in the Commonwealth where the principal office, or, if none in the Commonwealth, where the registered office of the domestic corporation merged with the foreign corporation was located at the time the transaction became effective.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1},"2":{"id":"2471194","text":"The corporation shall make all shareholders, whether or not residents of the Commonwealth, whose demands remain unsettled parties to the proceeding as in an action against their shares, and all parties shall be served with a copy of the petition. Nonresidents may be served by registered or certified mail or by publication as provided by law.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1},"3":{"id":"2471195","text":"The corporation may join as a party to the proceeding any shareholder who claims to have demanded an appraisal but who has not, in the opinion of the corporation, complied with the provisions of this article. If the court determines that a shareholder has not complied with the provisions of this article, that shareholder shall be dismissed as a party.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1},"4":{"id":"2471196","text":"The jurisdiction of the court in which the proceeding is commenced under subsection B is plenary and exclusive. The court may appoint one or more persons as appraisers to receive evidence and recommend a decision on the question of fair value. The appraisers shall have the powers described in the order appointing them, or in any amendment to it. The shareholders demanding appraisal are entitled to the same discovery rights as parties in other civil proceedings. There shall be no right to a jury trial.","type":"section","prefixes":["E"],"prefix":"E","entire_prefix":"E","prefix_anchor":"E","level":1},"5":{"id":"2471197","text":"Each shareholder made a party to the proceeding is entitled to judgment (i) for the amount, if any, by which the court finds the fair value of the shareholder’s shares plus interest exceeds the amount paid by the corporation to the shareholder for such shares or (ii) for the fair value plus interest of the shareholder’s shares for which the corporation elected to withhold payment under \u00a7 13.1-738.","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":"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"},"next_section":{"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"},"references":[{"id":"773622","section_number":"13.1-741","catch_line":"Court costs and counsel fees","url":"\/13.1-741\/"}],"formats":{"txt":"\/13.1-740.txt","json":"\/13.1-740.json","xml":"\/13.1-740.xml"},"dublin_core":{"Title":"Court action","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-740","Relation":"Code of Virginia"},"plain_text":"                                 CODE OF VIRGINIA\n\nCOURT ACTION (\u00a7 13.1-740)\n\nA. If a shareholder makes a demand for payment under \u00a7 13.1-739 that remains\nunsettled, the corporation shall commence a proceeding within 60 days after\nreceiving the payment demand and petition the court to determine the fair value\nof the shares and accrued interest. If the corporation does not commence the\nproceeding within the 60-day period, it shall pay in cash to each shareholder\nthe amount the shareholder demanded pursuant to \u00a7 13.1-737 plus interest.\n\nB. The corporation shall commence the proceeding in the circuit court of the\ncity or county where the corporation’s principal office, or, if none in\nthe Commonwealth, where its registered office, is located. If the corporation is\na foreign corporation without a registered office in the Commonwealth, it shall\ncommence the proceeding in the circuit court of the city or county in the\nCommonwealth where the principal office, or, if none in the Commonwealth, where\nthe registered office of the domestic corporation merged with the foreign\ncorporation was located at the time the transaction became effective.\n\nC. The corporation shall make all shareholders, whether or not residents of the\nCommonwealth, whose demands remain unsettled parties to the proceeding as in an\naction against their shares, and all parties shall be served with a copy of the\npetition. Nonresidents may be served by registered or certified mail or by\npublication as provided by law.\n\nD. The corporation may join as a party to the proceeding any shareholder who\nclaims to have demanded an appraisal but who has not, in the opinion of the\ncorporation, complied with the provisions of this article. If the court\ndetermines that a shareholder has not complied with the provisions of this\narticle, that shareholder shall be dismissed as a party.\n\nE. The jurisdiction of the court in which the proceeding is commenced under\nsubsection B is plenary and exclusive. The court may appoint one or more persons\nas appraisers to receive evidence and recommend a decision on the question of\nfair value. The appraisers shall have the powers described in the order\nappointing them, or in any amendment to it. The shareholders demanding appraisal\nare entitled to the same discovery rights as parties in other civil proceedings.\nThere shall be no right to a jury trial.\n\nF. Each shareholder made a party to the proceeding is entitled to judgment (i)\nfor the amount, if any, by which the court finds the fair value of the\nshareholder’s shares plus interest exceeds the amount paid by the\ncorporation to the shareholder for such shares or (ii) for the fair value plus\ninterest of the shareholder’s shares for which the corporation elected to\nwithhold payment under \u00a7 13.1-738.\n\nHISTORY: Code 1950, \u00a7\u00a7 13-85, 13.1-75, 13.1-78; 1956, c. 428; 1968, c. 733;\n1972, c. 425; 1975, c. 500; 1984, c. 613; 1985, c. 522; 2005, c. 765."}