2006 Code of Virginia § 13.1-728.8 - Appraisal rights

13.1-728.8. Appraisal rights.

A. Unless otherwise provided in a corporation's articles of incorporation orbylaws before a control share acquisition has occurred, in the event sharesacquired in a control share acquisition are accorded full voting rights andthe acquiring person has beneficial ownership of shares entitled to cast amajority of the votes which could be cast in an election of directors, allshareholders of the public corporation other than the acquiring person havethe right to appraisal rights and to obtain payment of the fair value oftheir shares under Article 15 ( 13.1-729 et seq.) of this chapter as thoughsuch granting of voting rights were a corporate action described insubsection A of 13.1-730, except that the provisions of subsection B of 13.1-730 shall not be applicable and the failure to vote in favor of thegranting of voting rights shall be deemed to constitute compliance with therequirements of subsection A of 13.1-733.

B. For the purposes of this section, "fair value" shall in no event be lessthan the highest price per share paid in the control share acquisition, asadjusted for any subsequent share dividends or reverse share splits orsimilar changes.

(1989, c. 14; 2005, c. 765.)