2010 Pennsylvania Code
Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS
Chapter 25 - Registered Corporations
2574 - Controlling person or group safe harbor.

     § 2574.  Controlling person or group safe harbor.
        (a)  Nonparticipant.--For the purpose of this subchapter, a
     person or group shall not be deemed a controlling person or
     group, absent significant other activities indicating that a
     person or group should be deemed a controlling person or group,
     by reason of voting or giving a proxy or consent as a
     shareholder of the corporation if the person or group is one who
     or which:
            (1)  did not acquire any voting shares of the corporation
        with the purpose of changing or influencing control of the
        corporation or seeking to acquire control of the corporation
        or in connection with or as a participant in any agreement,
        arrangement, relationship, understanding or otherwise having
        any such purpose;
            (2)  if control were acquired, would not be a person or
        group or a participant in a group that has control over the
        corporation and will not receive, directly or indirectly, any
        consideration from a person or group that has control over
        the corporation other than consideration offered
        proportionately to all holders of voting shares of the
        corporation; and
            (3)  if a proxy or consent is given, executes a revocable
        proxy or consent given without consideration in response to a
        proxy or consent solicitation made in accordance with the
        applicable rules and regulations under the Exchange Act under
        circumstances not then reportable on Schedule 13d under the
        Exchange Act (or any comparable or successor report) by the
        person or group who gave the proxy or consent.
        (b)  Certain holders.--For the purpose of this subchapter, a
     person or group shall not be deemed a controlling person or
     group under paragraph (1)(i) of the definition of "controlling
     person or group" in section 2573 (relating to definitions) if
     such person or group holds voting power:
            (1)  in good faith and not for the purpose of
        circumventing this subchapter, as an agent, bank, broker,
        nominee or trustee for one or more beneficial owners who do
        not individually or, if they are a group acting in concert,
        as a group have the voting power specified in paragraph
        (1)(i) of the definition of "controlling person or group" in
        section 2573;
            (2)  in connection with the solicitation of proxies or
        consents by or on behalf of the corporation in connection
        with shareholder meetings or actions of the corporation; or
            (3)  in the amount specified in paragraph (1)(i) of the
        definition of "controlling person or group" in section 2573
        as a result of the solicitation of revocable proxies or
        consents with respect to voting shares if such proxies or
        consents both:
                (i)  are given without consideration in response to a
            proxy or consent solicitation made in accordance with the
            applicable rules and regulations under the Exchange Act;
            and
                (ii)  do not empower the holder thereof, whether or
            not this power is shared with any other person, to vote
            such shares except on the specific matters described in
            such proxy or consent and in accordance with the
            instructions of the giver of such proxy or consent.
        (c)  Preference shares.--In determining whether a person or
     group would be a controlling person or group within the meaning
     of this subchapter, there shall be disregarded voting power, and
     the seeking to acquire control of a corporation to the extent
     based upon voting power arising from a contingent right of the
     holders of one or more classes or series of preference shares to
     elect one or more members of the board of directors upon or
     during the continuation of a default in the payment of dividends
     on such shares or another similar contingency.
     (Dec. 19, 1990, P.L.834, No.198, eff. imd.)

        1990 Amendment.  Act 198 renumbered section 2573.1 to section
     2574 and renumbered former section 2574 to section 2575 and
     added subsec. (c).
        Cross References.  Section 2574 is referred to in section
     2573 of this title.