13.1-732 - Notice of appraisal rights. - Virginia Statutes

§ 13.1-732. Notice of appraisal rights.

A. Where any corporate action specified in subsection A of § 13.1-730 is tobe submitted to a vote at a shareholders' meeting, the meeting notice shallstate that the corporation has concluded that shareholders are, are not ormay be entitled to assert appraisal rights under this article.

If the corporation concludes that appraisal rights are or may be available, acopy of this article and a statement of the corporation's position as to theavailability of appraisal rights shall accompany the meeting notice sent tothose record shareholders entitled to exercise appraisal rights.

B. In a merger pursuant to § 13.1-719, the parent corporation shall notify inwriting all record shareholders of the subsidiary who are entitled to assertappraisal rights that the corporate action became effective. Such noticeshall be sent within 10 days after the corporate action became effective andinclude the materials described in § 13.1-734.

C. Where any corporate action specified in subsection A of § 13.1-730 is tobe approved by written consent of the shareholders pursuant to § 13.1-657:

1. Written notice that appraisal rights are, are not, or may be availablemust be given to each record shareholder from whom a consent is solicited atthe time consent of such shareholder is first solicited and, if thecorporation has concluded that appraisal rights are or may be available, mustbe accompanied by a copy of this article; and

2. Written notice that appraisal rights are, are not, or may be availablemust be delivered together with the notice to nonconsenting and nonvotingshareholders required by subsections E and F of § 13.1-657, may include thematerials described in § 13.1-734, and, if the corporation has concluded thatappraisal rights are or may be available, must be accompanied by a copy ofthis article.

D. Where corporate action described in subsection A of § 13.1-730 isproposed, or a merger pursuant to § 13.1-719 is effected, the notice referredto in subsection A or C, if the corporation concludes that appraisal rightsare or may be available, and in subsection B shall be accompanied by:

1. The annual financial statements specified in subsection A of § 13.1-774 ofthe 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 ofthe notice and shall comply with subsection B of § 13.1-774; provided that,if such annual financial statements are not reasonably available, thecorporation shall provide reasonably equivalent financial information; and

2. The latest available quarterly financial statements of such corporation,if any.

E. The right to receive the information described in subsection D may bewaived in writing by a shareholder before or after the corporate action.

(1985, c. 522; 2005, c. 765; 2007, c. 165.)