2010 Pennsylvania Code
Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS
Chapter 25 - Registered Corporations
2551 - Application and effect of subchapter.

                               SUBCHAPTER F
                          BUSINESS COMBINATIONS

     Sec.
     2551.  Application and effect of subchapter.
     2552.  Definitions.
     2553.  Interested shareholder.
     2554.  Business combination.
     2555.  Requirements relating to certain business combinations.
     2556.  Certain minimum conditions.

        Cross References.  Subchapter F is referred to in sections
     1715, 1903, 1924, 1953, 2539, 4146 of this title.
     § 2551.  Application and effect of subchapter.
        (a)  General rule.--Except as otherwise provided in this
     section, this subchapter shall apply to every registered
     corporation.
        (b)  Exceptions.--The provisions of this subchapter shall not
     apply to any business combination:
            (1)  Of a registered corporation described in section
        2502(1)(ii) or (2) (relating to registered corporation
        status).
            (2)  Of a corporation whose articles have been amended to
        provide that the corporation shall be subject to the
        provisions of this subchapter, which was not a registered
        corporation described in section 2502(1)(i) on the effective
        date of such amendment, and which is a business combination
        with an interested shareholder whose share acquisition date
        is prior to the effective date of such amendment.
            (3)  Of a corporation:
                (i)  the bylaws of which, by amendment adopted by
            June 21, 1988, and not subsequently rescinded either by
            an article amendment or by a bylaw amendment approved by
            at least 85% of the whole board of directors, explicitly
            provide that this subchapter shall not be applicable to
            the corporation; or
                (ii)  the articles of which explicitly provide that
            this subchapter shall not be applicable to the
            corporation by a provision included in the original
            articles, or by an article amendment adopted pursuant to
            both:
                    (A)  the procedures then applicable to the
                corporation; and
                    (B)  the affirmative vote of the holders, other
                than interested shareholders and their affiliates and
                associates, of shares entitling the holders to cast a
                majority of the votes that all shareholders would be
                entitled to cast in an election of directors of the
                corporation, excluding the voting shares of
                interested shareholders and their affiliates and
                associates, expressly electing not to be governed by
                this subchapter.
            The amendment to the articles shall not be effective
            until 18 months after the vote of the shareholders of the
            corporation and shall not apply to any business
            combination of the corporation with an interested
            shareholder whose share acquisition date is on or prior
            to the effective date of the amendment.
            (4)  Of a corporation with an interested shareholder of
        the corporation which became an interested shareholder
        inadvertently, if the interested shareholder:
                (i)  as soon as practicable, divests itself of a
            sufficient amount of the voting shares of the corporation
            so that it no longer is the beneficial owner, directly or
            indirectly, of shares entitling the person to cast at
            least 20% of the votes that all shareholders would be
            entitled to cast in an election of directors of the
            corporation; and
                (ii)  would not at any time within the five-year
            period preceding the announcement date with respect to
            the business combination have been an interested
            shareholder but for such inadvertent acquisition.
            (5)  With an interested shareholder who was the
        beneficial owner, directly or indirectly, of shares entitling
        the person to cast at least 15% of the votes that all
        shareholders would be entitled to cast in an election of
        directors of the corporation on March 23, 1988, and remains
        so to the share acquisition date of the interested
        shareholder.
            (6)  Of a corporation that on March 23, 1988, was a
        subsidiary of any other corporation. A corporation that was a
        subsidiary on such date will not be deemed to cease being a
        subsidiary as long as the other corporation remains a
        controlling person or group of the subsidiary within the
        meaning of Subchapter E (relating to control transactions).
     A reference in the articles or bylaws to former section 911
     (relating to requirements relating to certain business
     combinations) of the act of May 5, 1933 (P.L.364, No.106), known
     as the Business Corporation Law of 1933, shall be deemed a
     reference to this subchapter for the purposes of this section.
     See section 101(c) (relating to references to prior statutes).
        (c)  Continuing applicability.--A registered corporation that
     is organized under the laws of this Commonwealth shall not cease
     to be subject to this subchapter by reason of events occurring
     or actions taken while the corporation is subject to the
     provisions of this subchapter. See section 4146 (relating to
     provisions applicable to all foreign corporations).
     (Dec. 18, 1992, P.L.1333, No.169, eff. 60 days)

        1992 Amendment.  Act 169 deleted subsec. (c) and relettered
     subsec. (d) to subsec. (c).
        Cross References.  Section 2551 is referred to in sections
     1106, 2555, 4146 of this title.