SB1285: Stock Corporation Act; establishes and modifies certain requirements thereof.

Chief Patron

Sen. Walter Stosch (R-12)

Walter Stosch (R-12)
Suite 110 Glen Allen, VA
Served: 1992–

Progress

	Introduced
	Passed Committee
	Passed House
	Passed Senate
	Signed by Governor
	Became Law

Status

03/09/2007: signed by governor

View Entire History

Summary

Virginia Stock Corporation Act.  Authorizes circuit courts to appoint a custodian or receiver for a public corporation in proceedings where the directors are deadlocked or are acting fraudulently and causing irreparable injury to the corporation. The measure establishes requirements regarding approval of interested transactions involving the acquisition or conversion of shares or assets of the corporation by a person who is the beneficial owner of 20% or more of the voting power or otherwise in an interested person.  Other provisions (i) modify the requirements for taking corporate actions without meetings, with the consent of shareholders; (ii) authorize corporations to engage in "householding," where one copy of notices, reports, and statements are provided for all of shareholders who share a common address, with the consent of each shareholder at the address; (iii) address giving notice of appraisal rights that may be available when certain corporate actions are proposed; and (iv) establish limitations on the ability of shareholders to contest certain fundamental transactions after shareholders have approved the corporate action.