Virginia Code

Va. Code Ann. § 13.1-728.3 (2026)

Voting rights

✓ current as of May 2026

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A. Notwithstanding any contrary provision of this chapter, shares acquired in a control share acquisition have no voting rights unless voting rights are granted by resolution adopted by the shareholders of the public corporation. If such a resolution is adopted, such shares shall thereafter have the voting rights they would have had in the absence of this article.

B. To be adopted under this section, the resolution shall be approved by a majority of all the votes which could be cast in a vote on the election of directors by all the outstanding shares other than interested shares. Interested shares shall not be entitled to vote on the matter, and in determining whether a quorum exists, all interested shares shall be disregarded. For the purpose of this subsection, the interested shares shall be determined as of the record date for determining the shareholders entitled to vote at the meeting.

C. If no resolution is adopted under this section in respect of shares acquired in a control share acquisition and beneficial ownership of such shares is subsequently transferred in circumstances where the transferor no longer has beneficial ownership of such shares and the transferee is not engaged in a control share acquisition, then such shares shall thereafter have the voting rights they would have had in the absence of this article.

1989, c. 14; 2005, c. 765.

Notes of Decisions

Cited in 3 cases, 1994–1995 · leading case: WLR Foods, Inc. v. Tyson Foods, Inc., 857 F. Supp. 496 (W.D. Va. 1994).

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WLR Foods, Inc. v. Tyson Foods, Inc., 857 F. Supp. 496 (W.D. Va. 1994). · cites it 10× “Va.Code § 13.1-728.3. Interested shares may not vote in the control share referendum.”

WLR Foods, Inc. v. Tyson Foods, Inc., 861 F. Supp. 1277 (W.D. Va. 1994). “§ 13.1-728.3. “Interested” shares may not vote, and they are defined to include shares held by (1) the acquiror; (2) any officer of the target corporation; and (3) any employee of the target corporation who is also a director.”

WLR Foods, Inc. v. Tyson Foods, Inc., 65 F.3d 1172 (1995). “Va.Code Ann. § 13.1-728.3(B). Interested shares are defined by the Control Share Act as shares held by the following: (1) the acquiring person in a control share acquisition, (2) an officer of the target corporation, or (3) an employee of the target corporation who is also a…”

— Va. Code Ann. § 13.1-728.3(B) — 1 case

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