13.1-741 - Court costs and counsel fees. - Virginia Statutes

§ 13.1-741. Court costs and counsel fees.

A. The court in an appraisal proceeding commenced under § 13.1-740 shalldetermine all costs of the proceeding, including the reasonable compensationand expenses of appraisers appointed by the court. The court shall assess thecosts against the corporation, except that the court may assess costs againstall or some of the shareholders demanding appraisal, in amounts the courtfinds equitable, to the extent the court finds such shareholders actedarbitrarily, vexatiously or not in good faith with respect to the rightsprovided by this article.

B. The court in an appraisal proceeding may also assess the fees and expensesof counsel and experts for the respective parties, in amounts the court findsequitable:

1. Against the corporation and in favor of any or all shareholders demandingappraisal if the court finds the corporation did not substantially complywith the requirements of § 13.1-732, 13.1-734, 13.1-737 or 13.1-738; or

2. Against either the corporation or a shareholder demanding appraisal, infavor of any other party, if the court finds that the party against whom thefees and expenses are assessed acted arbitrarily, vexatiously or not in goodfaith with respect to the rights provided by this article.

C. If the court in an appraisal proceeding finds that the services of counselfor any shareholder were of substantial benefit to other shareholderssimilarly situated, and that the fees for those services should not beassessed against the corporation, the court may award to such counselreasonable fees to be paid out of the amounts awarded the shareholders whowere benefited.

D. To the extent the corporation fails to make a required payment pursuant to§ 13.1-737, 13.1-738 or 13.1-739, the shareholder may sue directly for theamount owed and, to the extent successful, shall be entitled to recover fromthe corporation all costs and expenses of the suit, including counsel fees.

(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.)