2010 Pennsylvania Code
Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS
Chapter 25 - Registered Corporations
2564 - Voting rights of shares acquired in a control-share acquisition.

     § 2564.  Voting rights of shares acquired in a control-share
                acquisition.
        (a)  General rule.--Control shares shall not have any voting
     rights unless a resolution approved by a vote of shareholders of
     the registered corporation at an annual or special meeting of
     shareholders pursuant to this subchapter restores to the control
     shares the same voting rights as other shares of the same class
     or series with respect to elections of directors and all other
     matters coming before the shareholders. Any such resolution may
     be approved only by the affirmative vote of the holders of a
     majority of the voting power entitled to vote in two separate
     votes as follows:
            (1)  all the disinterested shares of the corporation; and
            (2)  all voting shares of the corporation.
        (b)  Lapse of voting rights.--Voting rights accorded by
     approval of a resolution of shareholders shall lapse and be lost
     if any proposed control-share acquisition which is the subject
     of the shareholder approval is not consummated within 90 days
     after shareholder approval is obtained.
        (c)  Restoration of voting rights.--Any control shares that
     do not have voting rights accorded to them by approval of a
     resolution of shareholders as provided by subsection (a) or the
     voting rights of which lapse pursuant to subsection (b) shall
     regain such voting rights on transfer to a person other than the
     acquiring person or any affiliate or associate of the acquiring
     person (or direct or indirect transferee from the acquiring
     person or such affiliate or associate solely pursuant to a
     transfer or series of transfers under section 2561(b)(5)(i)
     through (vi) (relating to application and effect of subchapter))
     unless such shares shall constitute control shares of the other
     person, in which case the voting rights of those shares shall
     again be subject to this subchapter.
     (Dec. 19, 1990, P.L.834, No.198, eff. imd.)

        1990 Amendment.  Act 198 renumbered section 2563 to section
     2564 and renumbered former section 2564 to section 2565.
        Cross References.  Section 2564 is referred to in sections
     2543, 2563, 2566, 2567, 2581 of this title.