{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2026\/code-json\/13.1-728.4.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2026\/code-text\/13.1-728.4.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2026\/code-xml\/13.1-728.4.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2026\/code-html\/13.1-728.4.html"}],"law_id":346897,"edition_id":2,"section_id":346897,"structure_id":49799,"section_number":"13.1-728.4","catch_line":"Control share acquisition statement","history":"1989, c. 14; 2005, c. 765; 2019, c. 734.","full_text":"Any acquiring person may, after any control share acquisition or before any proposed one, deliver a control share acquisition statement to the public corporation at its principal office. The control share acquisition statement shall set forth all of the following:\n\n1\n\nThe identity of the acquiring person and each other member of any group of which the person is a part for purposes of determining the shares owned or to be owned, beneficially, by the acquiring person.\n\n2\n\nA statement that the control share acquisition statement is given pursuant to this article.\n\n3\n\nThe number of shares of the issuing public corporation beneficially owned by the acquiring person and each other member of the group.\n\n4\n\nThe range of voting power under which the control share acquisition falls or would, if consummated, fall.\n\n5\n\nA description in reasonable detail of the terms of the control share acquisition or the proposed control share acquisition, including but not limited to:\n\t\t\ta. The source of funds or other consideration and the material terms of the financial arrangements for the control share acquisition;\n\n\t\t\tb. Any plans or proposals of the acquiring person to liquidate the public corporation, to sell all or substantially all of its or its subsidiaries’ assets, to merge it or exchange its shares or the interests in its subsidiaries with any other person, to change the location of its principal executive office or a material portion of its business activities, to change materially its management or policies of employment, to alter materially its relations with suppliers or customers or the communities in which it operates, or to make any other material change in its business, corporate structure, management or personnel;\n\n\t\t\tc. Any plans or proposals of the acquiring person to acquire additional shares (including additional shares within the range set forth in the statement) or to dispose of any shares; and\n\n\t\t\td. Such other information which could reasonably be expected to affect materially the decision of a shareholder with respect to granting voting rights to shares acquired or proposed to be acquired in the control share acquisition.\n\n6\n\nIf the control share acquisition has not taken place, representations of the acquiring person, together with a statement in reasonable detail of the facts upon which they are based, that the control share acquisition, if consummated, will not be contrary to law, and that the acquiring person has the financial capacity to make the proposed control share acquisition. For this purpose, financial capacity shall only be deemed to include (i) cash and cash equivalents in excess of normal working capital requirements and (ii) funds to be provided under legally binding commitments from financial institutions having the capability to advance such funds. If the funds to be provided under such commitments are included in the demonstration of financial capacity, the control share acquisition statement shall be accompanied by complete copies of all such commitments and a written description of all oral understandings concerning the terms and conditions of such commitments.\n\n","order_by":null,"text":{"0":{"id":1294108,"text":"Any acquiring person may, after any control share acquisition or before any proposed one, deliver a control share acquisition statement to the public corporation at its principal office. The control share acquisition statement shall set forth all of the following:","type":"section","prefixes":[""],"prefix":"","entire_prefix":"","prefix_anchor":"","level":1,"next_prefix":"1"},"1":{"id":1294109,"text":"The identity of the acquiring person and each other member of any group of which the person is a part for purposes of determining the shares owned or to be owned, beneficially, by the acquiring person.","type":"section","prefixes":["1"],"prefix":"1","entire_prefix":"1","prefix_anchor":"1","level":1,"prior_prefix":"","next_prefix":"2"},"2":{"id":1294110,"text":"A statement that the control share acquisition statement is given pursuant to this article.","type":"section","prefixes":["2"],"prefix":"2","entire_prefix":"2","prefix_anchor":"2","level":1,"prior_prefix":"1","next_prefix":"3"},"3":{"id":1294111,"text":"The number of shares of the issuing public corporation beneficially owned by the acquiring person and each other member of the group.","type":"section","prefixes":["3"],"prefix":"3","entire_prefix":"3","prefix_anchor":"3","level":1,"prior_prefix":"2","next_prefix":"4"},"4":{"id":1294112,"text":"The range of voting power under which the control share acquisition falls or would, if consummated, fall.","type":"section","prefixes":["4"],"prefix":"4","entire_prefix":"4","prefix_anchor":"4","level":1,"prior_prefix":"3","next_prefix":"5"},"5":{"id":1294113,"text":"A description in reasonable detail of the terms of the control share acquisition or the proposed control share acquisition, including but not limited to:\n\t\t\ta. The source of funds or other consideration and the material terms of the financial arrangements for the control share acquisition;\t\t\tb. Any plans or proposals of the acquiring person to liquidate the public corporation, to sell all or substantially all of its or its subsidiaries’ assets, to merge it or exchange its shares or the interests in its subsidiaries with any other person, to change the location of its principal executive office or a material portion of its business activities, to change materially its management or policies of employment, to alter materially its relations with suppliers or customers or the communities in which it operates, or to make any other material change in its business, corporate structure, management or personnel;\t\t\tc. Any plans or proposals of the acquiring person to acquire additional shares (including additional shares within the range set forth in the statement) or to dispose of any shares; and\t\t\td. Such other information which could reasonably be expected to affect materially the decision of a shareholder with respect to granting voting rights to shares acquired or proposed to be acquired in the control share acquisition.","type":"section","prefixes":["5"],"prefix":"5","entire_prefix":"5","prefix_anchor":"5","level":1,"prior_prefix":"4","next_prefix":"6"},"6":{"id":1294114,"text":"If the control share acquisition has not taken place, representations of the acquiring person, together with a statement in reasonable detail of the facts upon which they are based, that the control share acquisition, if consummated, will not be contrary to law, and that the acquiring person has the financial capacity to make the proposed control share acquisition. For this purpose, financial capacity shall only be deemed to include (i) cash and cash equivalents in excess of normal working capital requirements and (ii) funds to be provided under legally binding commitments from financial institutions having the capability to advance such funds. If the funds to be provided under such commitments are included in the demonstration of financial capacity, the control share acquisition statement shall be accompanied by complete copies of all such commitments and a written description of all oral understandings concerning the terms and conditions of such commitments.","type":"section","prefixes":["6"],"prefix":"6","entire_prefix":"6","prefix_anchor":"6","level":1,"prior_prefix":"5"}},"ancestry":[{"id":49799,"edition_id":2,"name":"Control Share Acquisitions","identifier":"14.1","label":"article","depth":3,"order_by":19,"parent_id":49780,"metadata":{"child_laws":9,"child_structures":0},"date_created":"2026-08-02 02:15:38","date_modified":"2026-08-02 12:29:13","permalink":{"id":1377509,"object_type":"structure","relational_id":49799,"identifier":"14.1","token":"13.1\/9\/14.1","url":"\/13.1\/9\/14.1\/","edition_id":2,"permalink":0,"preferred":1}},{"id":49780,"edition_id":2,"name":"Virginia Stock Corporation Act","identifier":"9","label":"chapter","depth":2,"order_by":12,"parent_id":49726,"metadata":{"child_laws":265,"child_structures":27},"date_created":"2026-08-02 02:14:54","date_modified":"2026-08-02 12:29:09","permalink":{"id":1377165,"object_type":"structure","relational_id":49780,"identifier":"9","token":"13.1\/9","url":"\/13.1\/9\/","edition_id":2,"permalink":0,"preferred":1}},{"id":49726,"edition_id":2,"name":"Corporations","identifier":"13.1","label":"title","depth":1,"order_by":44,"parent_id":null,"metadata":{"child_laws":894,"child_structures":104},"date_created":"2026-08-02 02:14:01","date_modified":"2026-08-02 12:29:04","permalink":{"id":1374495,"object_type":"structure","relational_id":49726,"identifier":"13.1","token":"13.1","url":"\/13.1\/","edition_id":2,"permalink":0,"preferred":1}}],"structure_contents":[{"id":346894,"structure_id":49799,"section_number":"13.1-728.1","catch_line":"Definitions","url":"\/13.1-728.1\/","token":"13.1\/9\/14.1\/13.1-728.1","metadata":{"court_decisions":{"0":{"name":"WLR Foods, Inc. v. Tyson Foods, Inc.","case_number":"No. 95-1039","citation":"65 F.3d 1172","date":"1995-09-22","url":"https:\/\/www.courtlistener.com\/opinion\/7033810\/wlr-foods-inc-v-tyson-foods-inc\/","abstract":" .\u202f.\u202f. Affirmed by published opinion. Judge MURNAGHAN wrote the opinion, in which Chief Judge ERVIN and .\u202f.\u202f. ","court_html":"Court of Appeals for the Fourth Circuit"},"1":{"name":"WLR Foods, Inc. v. Tyson Foods, Inc.","case_number":"Civ. A. 94-012-H","citation":"869 F. Supp. 419","date":"1994-12-06","url":"https:\/\/www.courtlistener.com\/opinion\/1496090\/wlr-foods-inc-v-tyson-foods-inc\/","abstract":" .\u202f.\u202f. 869 F.Supp. 419 (1994) .\u202f.\u202f. ","court_html":"District Court, W.D. Virginia"},"2":{"name":"WLR Foods, Inc. v. Tyson Foods, Inc.","case_number":"Civ. A. 94-012-H","citation":"857 F. 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Virginia"}}}},{"id":346895,"structure_id":49799,"section_number":"13.1-728.2","catch_line":"Application","url":"\/13.1-728.2\/","token":"13.1\/9\/14.1\/13.1-728.2","metadata":false},{"id":346896,"structure_id":49799,"section_number":"13.1-728.3","catch_line":"Voting rights","url":"\/13.1-728.3\/","token":"13.1\/9\/14.1\/13.1-728.3","metadata":false},{"id":346897,"structure_id":49799,"section_number":"13.1-728.4","catch_line":"Control share acquisition statement","url":"\/13.1-728.4\/","token":"13.1\/9\/14.1\/13.1-728.4","metadata":{"court_decisions":{"0":{"name":"WLR Foods, Inc. v. Tyson Foods, Inc.","case_number":"Civ. A. 94-012-H","citation":"857 F. Supp. 496","date":"1994-06-21","url":"https:\/\/www.courtlistener.com\/opinion\/2008794\/wlr-foods-inc-v-tyson-foods-inc\/","abstract":" .\u202f.\u202f. 857 F.Supp. 496 (1994) .\u202f.\u202f. ","court_html":"District Court, W.D. Virginia"},"1":{"name":"WLR Foods, Inc. v. Tyson Foods, Inc.","case_number":"Civ. 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Virginia"}}}},{"id":346898,"structure_id":49799,"section_number":"13.1-728.5","catch_line":"Meeting of shareholders","url":"\/13.1-728.5\/","token":"13.1\/9\/14.1\/13.1-728.5","metadata":false},{"id":346899,"structure_id":49799,"section_number":"13.1-728.6","catch_line":"Notice to shareholders","url":"\/13.1-728.6\/","token":"13.1\/9\/14.1\/13.1-728.6","metadata":false},{"id":346900,"structure_id":49799,"section_number":"13.1-728.7","catch_line":"Redemption","url":"\/13.1-728.7\/","token":"13.1\/9\/14.1\/13.1-728.7","metadata":{"court_decisions":""}},{"id":346901,"structure_id":49799,"section_number":"13.1-728.8","catch_line":"Appraisal rights","url":"\/13.1-728.8\/","token":"13.1\/9\/14.1\/13.1-728.8","metadata":false},{"id":346902,"structure_id":49799,"section_number":"13.1-728.9","catch_line":"Nonexclusivity","url":"\/13.1-728.9\/","token":"13.1\/9\/14.1\/13.1-728.9","metadata":{"court_decisions":{"0":{"name":"WLR Foods, Inc. v. Tyson Foods, Inc.","case_number":"Civ. 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Tyson Foods, Inc.","case_number":"No. 95-1039","citation":"65 F.3d 1172","date":"1995-09-22","url":"https:\/\/www.courtlistener.com\/opinion\/7033810\/wlr-foods-inc-v-tyson-foods-inc\/","abstract":" .\u202f.\u202f. Affirmed by published opinion. Judge MURNAGHAN wrote the opinion, in which Chief Judge ERVIN and .\u202f.\u202f. ","court_html":"Court of Appeals for the Fourth Circuit"}}}}],"previous_section":{"id":346896,"structure_id":49799,"section_number":"13.1-728.3","catch_line":"Voting rights","url":"\/13.1-728.3\/","token":"13.1\/9\/14.1\/13.1-728.3","metadata":false},"next_section":{"id":346898,"structure_id":49799,"section_number":"13.1-728.5","catch_line":"Meeting of shareholders","url":"\/13.1-728.5\/","token":"13.1\/9\/14.1\/13.1-728.5","metadata":false},"metadata":{"court_decisions":{"0":{"name":"WLR Foods, Inc. v. Tyson Foods, Inc.","case_number":"Civ. A. 94-012-H","citation":"857 F. 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This law was first created in 1989. The record of its establishment is cataloged in chapter 14 of that year\u2019s edition of \u201cActs of Assembly,\u201d the annual state publication listing all changes made to the Code of Virginia in that year. Unfortunately, the 1989 \u201cActs\u201d aren\u2019t available online. It has been modified 2 times. Those modifications are cataloged by \u201cThe Acts of Assembly,\u201d a state publication, by year and chapter. Those modifications that can be read on the General Assembly\u2019s website will be linked accordingly. Those modifications are as follows: in 2005, chapter 765<\/a>; in 2019, chapter 734<\/a>.<\/p>","references":[{"id":346898,"section_number":"13.1-728.5","catch_line":"Meeting of shareholders","order_by":null,"url":"\/13.1-728.5\/"}],"refers_to":false,"permalink":{"id":1377523,"object_type":"law","relational_id":346897,"identifier":"13.1-728.4","token":"13.1\/9\/14.1\/13.1-728.4","url":"\/13.1-728.4\/","edition_id":2,"permalink":0,"preferred":1},"url":"\/13.1-728.4\/","token":"13.1\/9\/14.1\/13.1-728.4","dublin_core":{"Title":"Control share acquisition statement","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-728.4","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

Any acquiring person<\/span> may, after any control share acquisition<\/span> or before any proposed one, deliver<\/span> a control share acquisition<\/span> statement to the public corporation<\/span> at its principal office<\/span>. The control share acquisition<\/span> statement shall set forth all of the following:<\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The identity of the acquiring person<\/span> and each other member of any group of which the person<\/span> is a part for purposes of determining the shares<\/span> owned or to be owned, beneficially, by the acquiring person<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> A statement that the control share acquisition<\/span> statement is given pursuant to this article. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> The number of shares<\/span> of the issuing public corporation<\/span> beneficially owned by the acquiring person<\/span> and each other member of the group. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> The range of voting power<\/span> under which the control share acquisition<\/span> falls or would, if consummated, fall. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> A description in reasonable detail of the terms of the control share acquisition<\/span> or the proposed control share acquisition<\/span>, including but not limited to:\n\t\t\ta. The source of funds or other consideration and the material<\/span> terms of the financial arrangements for the control share acquisition<\/span>;

\t\t\tb. Any plans or proposals of the acquiring person<\/span> to liquidate the public corporation<\/span>, to sell all or substantially all of its or its subsidiaries’ assets<\/span>, to merge it or exchange its shares<\/span> or the interests<\/span> in its subsidiaries with any other person<\/span>, to change the location of its principal executive office or a material<\/span> portion of its business activities, to change materially its management or policies of employment, to alter materially its relations with suppliers or customers or the communities in which it operates, or to make any other material<\/span> change in its business, corporate structure, management or personnel;

\t\t\tc. Any plans or proposals of the acquiring person<\/span> to acquire additional shares<\/span> (including additional shares<\/span> within the range set forth in the statement) or to dispose of any shares<\/span>; and

\t\t\td. Such other information which could reasonably be expected to affect materially the decision of a shareholder<\/span> with respect to granting voting rights to shares<\/span> acquired or proposed to be acquired in the control share acquisition<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

6.<\/span> If the control share acquisition<\/span> has not taken place, representations of the acquiring person<\/span>, together with a statement in reasonable detail of the facts<\/span> upon which they are based, that the control share acquisition<\/span>, if consummated, will not be contrary to law<\/span>, and that the acquiring person<\/span> has the financial capacity to make the proposed control share acquisition<\/span>. For this purpose, financial capacity shall only be deemed to include (i) cash and cash equivalents in excess of normal working capital requirements and (ii) funds to be provided under legally binding commitments from financial institutions having the capability to advance such funds. If the funds to be provided under such commitments are included in the demonstration of financial capacity, the control share acquisition<\/span> statement shall be accompanied by complete copies of all such commitments and a written<\/span> description of all oral understandings concerning the terms and conditions of such commitments. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nCONTROL SHARE ACQUISITION STATEMENT (\u00a7 13.1-728.4)\n\nAny acquiring person may, after any control share acquisition or before any\nproposed one, deliver a control share acquisition statement to the public\ncorporation at its principal office. The control share acquisition statement\nshall set forth all of the following:\n\n1. The identity of the acquiring person and each other member of any group of\nwhich the person is a part for purposes of determining the shares owned or to be\nowned, beneficially, by the acquiring person.\n\n2. A statement that the control share acquisition statement is given pursuant to\nthis article.\n\n3. The number of shares of the issuing public corporation beneficially owned by\nthe acquiring person and each other member of the group.\n\n4. The range of voting power under which the control share acquisition falls or\nwould, if consummated, fall.\n\n5. A description in reasonable detail of the terms of the control share\nacquisition or the proposed control share acquisition, including but not limited\nto:\n\t\t\ta. The source of funds or other consideration and the material terms of the\nfinancial arrangements for the control share acquisition;\t\t\tb. Any plans or\nproposals of the acquiring person to liquidate the public corporation, to sell\nall or substantially all of its or its subsidiaries’ assets, to merge it\nor exchange its shares or the interests in its subsidiaries with any other\nperson, to change the location of its principal executive office or a material\nportion of its business activities, to change materially its management or\npolicies of employment, to alter materially its relations with suppliers or\ncustomers or the communities in which it operates, or to make any other material\nchange in its business, corporate structure, management or personnel;\t\t\tc. Any\nplans or proposals of the acquiring person to acquire additional shares\n(including additional shares within the range set forth in the statement) or to\ndispose of any shares; and\t\t\td. Such other information which could reasonably be\nexpected to affect materially the decision of a shareholder with respect to\ngranting voting rights to shares acquired or proposed to be acquired in the\ncontrol share acquisition.\n\n6. If the control share acquisition has not taken place, representations of the\nacquiring person, together with a statement in reasonable detail of the facts\nupon which they are based, that the control share acquisition, if consummated,\nwill not be contrary to law, and that the acquiring person has the financial\ncapacity to make the proposed control share acquisition. For this purpose,\nfinancial capacity shall only be deemed to include (i) cash and cash equivalents\nin excess of normal working capital requirements and (ii) funds to be provided\nunder legally binding commitments from financial institutions having the\ncapability to advance such funds. If the funds to be provided under such\ncommitments are included in the demonstration of financial capacity, the control\nshare acquisition statement shall be accompanied by complete copies of all such\ncommitments and a written description of all oral understandings concerning the\nterms and conditions of such commitments.\n\nHISTORY: 1989, c. 14; 2005, c. 765; 2019, c. 734.","edition":{"id":2,"name":"2026","slug":"2026","date_created":"2026-07-16 18:40:23","date_modified":"2026-08-02 15:14:36","current":1,"order_by":2,"last_import":"2026-08-02 12:37:30"}}