13.1-728.3 - Voting rights. - Virginia Statutes

§ 13.1-728.3. Voting rights.

A. Notwithstanding any contrary provision of this chapter, shares acquired ina control share acquisition have no voting rights unless voting rights aregranted by resolution adopted by the shareholders of the public corporation.If such a resolution is adopted, such shares shall thereafter have the votingrights they would have had in the absence of this article.

B. To be adopted under this section, the resolution shall be approved by amajority of all the votes which could be cast in a vote on the election ofdirectors by all the outstanding shares other than interested shares.Interested shares shall not be entitled to vote on the matter, and indetermining whether a quorum exists, all interested shares shall bedisregarded. For the purpose of this subsection, the interested shares shallbe determined as of the record date for determining the shareholders entitledto vote at the meeting.

C. If no resolution is adopted under this section in respect of sharesacquired in a control share acquisition and beneficial ownership of suchshares is subsequently transferred in circumstances where the transferor nolonger has beneficial ownership of such shares and the transferee is notengaged in a control share acquisition, then such shares shall thereafterhave the voting rights they would have had in the absence of this article.

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