13.1-734 - Appraisal notice and form. - Virginia Statutes

§ 13.1-734. Appraisal notice and form.

A. If proposed corporate action requiring appraisal rights under § 13.1-730becomes effective, the corporation shall deliver an appraisal notice and theform required by subdivision B 1 to all shareholders who satisfied therequirements of § 13.1-733. In the case of a merger under § 13.1-719, theparent corporation shall deliver an appraisal notice and form to all recordshareholders who may be entitled to assert appraisal rights.

B. The appraisal notice shall be sent no earlier than the date the corporateaction specified in subsection A of § 13.1-730 became effective and no laterthan 10 days after such date and shall:

1. Supply a form that (i) specifies the first date of any announcement toshareholders made prior to the date the corporate action became effective ofthe principal terms of the proposed corporate action, (ii) if suchannouncement was made, requires the shareholder asserting appraisal rightscertify whether beneficial ownership of those shares for which appraisalrights are asserted was acquired before that date, and (iii) requires theshareholder asserting appraisal rights to certify that such shareholder didnot vote for or consent to the transaction;

2. State:

a. Where the form must be sent and where certificates for certificated sharesmust be deposited and the date by which those certificates must be deposited,which date may not be earlier than the date for receiving the required formunder subdivision 2 b of this subsection;

b. A date by which the corporation must receive the form which date may notbe fewer than 40 nor more than 60 days after the date the subsection Aappraisal notice and form were sent, and state that the shareholder shallhave waived the right to demand appraisal with respect to the shares unlessthe form is received by the corporation by such specified date;

c. The corporation's estimate of the fair value of the shares;

d. That, if requested in writing, the corporation will provide, to theshareholder so requesting, within 10 days after the date specified insubdivision 2 b of this subsection, the number of shareholders who returnedthe form by the specified date and the total number of shares owned by them;and

e. The date by which the notice to withdraw under § 13.1-735.1 must bereceived, which date must be within 20 days after the date specified insubdivision 2 b of this subsection; and

3. Be accompanied by a copy of this article.

(Code 1950, §§ 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; 2007, c. 165;2010, c. 782.)