Virginia § 13.1-726.1 Determination by disinterested directors

Virginia Statutes

§ 13.1-726.1 — Determination by disinterested directors

Virginia § 13.1-726.1

Title 13.1CORPORATIONS

Ch. 9VIRGINIA STOCK CORPORATION ACT

Art. 14AFFILIATED TRANSACTIONS

This text of Virginia § 13.1-726.1 (Determination by disinterested directors) is published on Counsel Stack Legal Research, covering Virginia primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Va. Code Ann. § 13.1-726.1 (2026).

Text

A majority of the disinterested directors shall have the power to determine for the purposes of this article:

1.Whether a person is an interested shareholder;

2.The number of voting shares beneficially owned by any person;

3.Whether a person is an affiliate or associate of another;

4.Whether the securities to be issued or transferred by the corporation or any of its subsidiaries to any interested shareholder have an aggregate fair market value equal to or greater than five percent of the aggregate fair market value of all of the outstanding voting shares of the corporation or any of its subsidiaries as of the determination date; and

5.Whether the assets or amount of indebtedness guaranteed that may be the subject of any affiliated transaction constitutes more than five percent of

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A majority of the disinterested directors shall have the power to determine for the purposes of this article:

1. Whether a person is an interested shareholder;

2. The number of voting shares beneficially owned by any person;

3. Whether a person is an affiliate or associate of another;

4. Whether the securities to be issued or transferred by the corporation or any of its subsidiaries to any interested shareholder have an aggregate fair market value equal to or greater than five percent of the aggregate fair market value of all of the outstanding voting shares of the corporation or any of its subsidiaries as of the determination date; and

5. Whether the assets or amount of indebtedness guaranteed that may be the subject of any affiliated transaction constitutes more than five percent of the consolidated net worth of the corporation.