2010 Pennsylvania Code
Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS
Chapter 5 - Corporations
515 - Exercise of powers generally.

     § 515.  Exercise of powers generally.
        (a)  General rule.--In discharging the duties of their
     respective positions, the board of directors, committees of the
     board and individual directors of a domestic corporation may, in
     considering the best interests of the corporation, consider to
     the extent they deem appropriate:
            (1)  The effects of any action upon any or all groups
        affected by such action, including shareholders, members,
        employees, suppliers, customers and creditors of the
        corporation, and upon communities in which offices or other
        establishments of the corporation are located.
            (2)  The short-term and long-term interests of the
        corporation, including benefits that may accrue to the
        corporation from its long-term plans and the possibility that
        these interests may be best served by the continued
        independence of the corporation.
            (3)  The resources, intent and conduct (past, stated and
        potential) of any person seeking to acquire control of the
        corporation.
            (4)  All other pertinent factors.
        (b)  Consideration of interests and factors.--The board of
     directors, committees of the board and individual directors
     shall not be required, in considering the best interests of the
     corporation or the effects of any action, to regard any
     corporate interest or the interests of any particular group
     affected by such action as a dominant or controlling interest or
     factor. The consideration of interests and factors in the manner
     described in this subsection and in subsection (a) shall not
     constitute a violation of section 512 (relating to standard of
     care and justifiable reliance).
        (c)  Specific applications.--In exercising the powers vested
     in the corporation, and in no way limiting the discretion of the
     board of directors, committees of the board and individual
     directors pursuant to subsections (a) and (b), the fiduciary
     duty of directors shall not be deemed to require them to act as
     the board of directors, a committee of the board or an
     individual director solely because of the effect such action
     might have on an acquisition or potential or proposed
     acquisition of control of the corporation or the consideration
     that might be offered or paid to shareholders or members in such
     an acquisition.
        (d)  Presumption.--Absent breach of fiduciary duty, lack of
     good faith or self-dealing, any act as the board of directors, a
     committee of the board or an individual director shall be
     presumed to be in the best interests of the corporation. In
     assessing whether the standard set forth in section 512 has been
     satisfied, there shall not be any greater obligation to justify,
     or higher burden of proof with respect to, any act as the board
     of directors, any committee of the board or any individual
     director relating to or affecting an acquisition or potential or
     proposed acquisition of control of the corporation than is
     applied to any other act as a board of directors, any committee
     of the board or any individual director. Notwithstanding the
     preceding provisions of this subsection, any act as the board of
     directors, a committee of the board or an individual director
     relating to or affecting an acquisition or potential or proposed
     acquisition of control to which a majority of the disinterested
     directors shall have assented shall be presumed to satisfy the
     standard set forth in section 512, unless it is proven by clear
     and convincing evidence that the disinterested directors did not
     assent to such act in good faith after reasonable investigation.
        (e)  Definition.--The term "disinterested director" as used
     in subsection (d) and for no other purpose means:
            (1)  A director of the corporation other than:
                (i)  A director who has a direct or indirect
            financial or other interest in the person acquiring or
            seeking to acquire control of the corporation or who is
            an affiliate or associate, as defined in section 2552
            (relating to definitions), of, or was nominated or
            designated as a director by, a person acquiring or
            seeking to acquire control of the corporation.
                (ii)  Depending on the specific facts surrounding the
            director and the act under consideration, an officer or
            employee or former officer or employee of the
            corporation.
            (2)  A person shall not be deemed to be other than a
        disinterested director solely by reason of any or all of the
        following:
                (i)  The ownership by the director of shares of or a
            membership in the corporation.
                (ii)  The receipt as a holder of shares of or as a
            member of any class or series of any distribution made to
            all owners of shares of or members of that class or
            series.
                (iii)  The receipt by the director of director's fees
            or other consideration as a director.
                (iv)  Any interest the director may have in retaining
            the status or position of director.
                (v)  The former business or employment relationship
            of the director with the corporation.
                (vi)  Receiving or having the right to receive
            retirement or deferred compensation from the corporation
            due to service as a director, officer or employee.
        (f)  Cross reference.--See section 511(b) (relating to
     alternative provisions).

        Cross References.  Section 515 is referred to in sections
     511, 517, 1711 of this title.