2010 Pennsylvania Code
Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS
Chapter 25 - Registered Corporations
2545 - Notice to shareholders.

     § 2545.  Notice to shareholders.
        (a)  General rule.--Prompt notice that a control transaction
     has occurred shall be given by the controlling person or group
     to:
            (1)  Each shareholder of record of the registered
        corporation holding voting shares.
            (2)  The court, accompanied by a petition to the court
        praying that the fair value of the voting shares of the
        corporation be determined pursuant to section 2547 (relating
        to valuation procedures) if the court should receive,
        pursuant to section 2547, certificates from shareholders of
        the corporation or an equivalent request for transfer of
        uncertificated securities.
        (b)  Obligations of the corporation.--If the controlling
     person or group so requests, the corporation shall, at the
     option of the corporation and at the expense of the person or
     group, either furnish a list of all such shareholders to the
     person or group or mail the notice to all such shareholders.
        (c)  Contents of notice.--The notice shall state that:
            (1)  All shareholders are entitled to demand that they be
        paid the fair value of their shares.
            (2)  The minimum value the shareholder can receive under
        this subchapter is the highest price paid per share by the
        controlling person or group within the 90-day period ending
        on and including the date of the control transaction, and
        stating that value.
            (3)  If the shareholder believes the fair value of his
        shares is higher, this subchapter provides an appraisal
        procedure for determining the fair value of such shares,
        specifying the name of the court and its address and the
        caption of the petition referenced in subsection (a)(2), and
        stating that the information is provided for the possible use
        by the shareholder in electing to proceed with a court-
        appointed appraiser under section 2547.
     There shall be included in, or enclosed with, the notice a copy
     of this subchapter.
        (d)  Optional procedure.--The controlling person or group
     may, at its option, supply with the notice referenced in
     subsection (c) a form for the shareholder to demand payment of
     the partial payment amount directly from the controlling person
     or group without utilizing the court-appointed appraiser
     procedure of section 2547, requiring the shareholder to state
     the number and class or series, if any, of the shares owned by
     him, and stating where the payment demand must be sent and the
     procedures to be followed.

        Cross References.  Section 2545 is referred to in sections
     2542, 2546, 2547 of this title.