CHAPTER 282

AN ACT to amend and reenact §§ 13-46 and 18-47 of the Code
of Virginia, relating to the rights of dissatisfied stock-
holders upon merger or consolidation of corporations so as
to provide that notice of dissent shall be served within
sixty days instead of three months.

[ H 196 ]

Approved April 4, 1950

Be it enacted by the General Assembly of Virginia:

That §§ 13-46 and 13-47 of the Code of 1950 be amended
and reenacted as follows:

§ 13-46. Dissent of Stockholders prior to consummation
of merger or consolidation and abandonment of proposal.—An
agreement of merger or consolidation may provide that notice
of dissent by any stockholder may be served on the president,
secretary or treasurer of his corporation, either within or with-
out the State, or on the statutory agent thereof if such agent
has been appointed, at any time within * sixty days of the date
of the meeting of the stockholders of his corporation to act on
the agreement, without awaiting the consummation of the
merger or consolidation. In such case notices of dissent shall be
so served and when so served shall be valid for all purposes and
the boards of directors of the several corporations need not
present the agreement to the Commission until the expiration
of the period for dissent provided in § 13-47 and such boards
of directors may be authorized by the stockholders to terminate
the agreement in lieu of presenting it to the Commission if of
the opinion that the merger or consolidation is, in all the cir-
cumstances, including the dissents, impracticable or undesirable.

§ 13-47. Remedy of dissatisfied stockholders. —If any
stockholder of either of the corporations so consolidated or
merged who has not given assent thereto and who is dissatisfied
therewith, signifies his dissent by notice in writing served on
the president, secretary or treasurer, either within or without
this State, of the consolidated or merged corporation, or on the
statutory agent thereof, if such agent has been appointed, at any
time within * sixty days after the date of the meeting of his
corporation to act on the consolidation or merger agreement, he
shall be entitled to receive from the consolidated or merged cor-
poration the fair cash value of his stock as of the day before
the vote for the agreement of consolidation or merger of his
corporation was so cast as aforesaid, which fair cash value if
not agreed on between the dissenting stockholder and the con-
solidated or merged corporation shall be determined in the man-
ner hereinafter provided; and if any stockholder who has not
given assent thereto fails to signify his dissent by notice in
writing served upon the consolidated or merged corporation in
the manner hereinafter directed within * sixty days after the
date of the meeting of his corporation, he shall be forever pre-
cluded from objecting to the consolidation or merger and shall
be deemed to have elected thereby to participate in the agree-
ment or plan of consolidation or merger on the basis therein pro-
vided for stockholders of his class, and such stockholder shall
not thereafter be entitled to demand or receive the fair cash
value of his stock in his corporation, but his rights shall there-
after be confined to participation in the agreement or plan of
consolidation or merger, and to the stock of the consolidated or
merged corporation to which he is entitled, and all of his rights
under the stock of his consolidating or merging corporation
shall thereupon cease and determine.