Pennsylvania Corporate Practice and Forms: The Ballard Spahr Manual
Prominent Pennsylvania attorneys, Patricia G. Cramer, Esq., Gerald J. Guarcini, Esq. and Scott Towers, Esq., have drawn from their extensive experience to bring you insightful, instructive discussions, analyses, and strategies for virtually every corporate law situation you may encounter in this dynamic Manual featuring a bonus CD with more than 380 electronic forms.
This exhaustive Manual, with its more than 2,100 pages of valuable content, will help you stay current and efficient by providing appropriate statutes and regulations – complemented by the authors’ thorough discussions and analyses of any changing federal or Pennsylvania state laws. Plus, you’ll be expertly guided through an extensive selection of appropriate corporate forms, using an easy-to-follow format. Included are customizable e-forms, plus planning strategies for a full range of corporations from closely-held private companies to large public companies.
This update includes various clarifications; updated forms from the Pennsylvania Bureau of Corporations and Charitable Organizations; a new Section 7-33 on the Federal Corporate Transparency Act; and updated references throughout the Manual.
Patricia G. Cramer, Esquire is an attorney at Ballard Spahr LLP and works with businesses on general corporate matters, including structure and governance. In addition, Ms. Cramer advises clients on the selection of trademarks, filing and prosecuting trademark applications, policing of trademarks, and the maintenance of trademark registrations. Ms. Cramer works primarily with a public company, which lists its stock on the NASDAQ Global Select Market, on day-to-day corporate operations issues, periodic reports filed with the Securities and Exchange Commission, proxy statements, its annual meeting, and issuing opinions for the sale of stock pursuant to Rule 144. She also provides corporate support for the company’s transactions and its trademark portfolio.
Gerald J. Guarcini, Esquire leads Ballard Spahr’s Securities Group. His experience encompasses general corporate and securities law, covering business acquisitions and mergers, private equity, and venture capital transactions. Mr. Guarcini’s securities work focuses on all types of securities offerings of debt and equity to initial public offerings, tender offers, and private investments in public equity (PIPEs). Mr. Guarcini regularly counsels public companies, including their boards of directors and board committees, on securities transactions, corporate governance matters, fiduciary duties, and disclosure and compliance issues, including obligations under the Sarbanes-Oxley Act and the Dodd-Frank Act, and stock exchange listing requirements.
Scott Towers, Esquire is a partner at Ballard Spahr LLP in its Business and Finance Department and a member of the Mergers and Acquisitions/Private Equity Group, and Energy and Project Finance Group. His practice is concentrated in the areas of mergers and acquisitions, general corporate law, and business transactions. Mr. Towers has represented private and public companies in acquisitions and divestitures, corporate governance issues, and a variety of business matters, such as the drafting and negotiation of product distribution, employment, confidentiality, noncompetition, shareholder, accounts receivable factoring, and licensing agreements. Mr. Towers has also represented individual and corporate clients in the formation of partnerships, corporations, and limited liability companies. He received his B.S. from Fairfield University and his J.D. from Widener University School of Law (cum laude).
» View Full Table of Contents [PDF]
SUMMARY TABLE OF CONTENTS
Chapter 1: How to Use This Work — Summary of Terms, Abbreviations and Conventions
Chapter 2: Pennsylvania — The Law of Choice
Chapter 3: The Forms — Suggestions for Their Use, Our Drafting Approach and a Philosophy for Drafting Agreements
Chapter 4: Overview of the Law
Chapter 5: Department of State and Other Official Forms and Filing Procedures
Chapter 6: The Docketing Statement and Tax Clearance Procedure
Chapter 7: The Incorporation Process
Chapter 8: Articles of Incorporation
Chapter 9: Capital Stock Generally and Common Stock Provisions
Chapter 10: Preferred Stock Provisions
Chapter 11: Bylaws
Chapter 12: The Board of Directors and Officers
Chapter 13: Shareholder Matters
Chapter 14: Minutes and Resolutions
Chapter 15: Amendment of Articles of Incorporation
Chapter 16: Dissolution
Chapter 17: Meetings of Shareholders
Chapter 18: Share Certificates and Uncertificated Shares
Chapter 19: Registered Corporations
Chapter 19A: The Pennsylvania Takeover Disclosure Law
Chapter 20: Foreign Corporations
Chapter 21: Nonprofit Corporations
Chapter 22: Statutory Close Corporations
Chapter 22A: Benefit Corporations
Chapter 23: Execution of Corporate Documents
Chapter 24: Arbitration Provisions in Governance Documents
Chapter 25: Representations and Warranties
Chapter 26: Mergers, Asset Sales, Interest Exchanges and Business Combinations Generally
Chapter 27: Acquisition Forms Generally
Chapter 28: Stock Purchase Agreement — Long Form
Chapter 29: Asset Purchase Agreement — Long Form
Chapter 30: Divisions
Chapter 30A: Conversions under the Entity Transactions Law
Chapter 31: Dissenters Rights
Chapter 32: Shareholders’ Agreements
Chapter 33: Employment Agreements
Chapter 34: Stock Purchase Warrants
Chapter 35: Voting Trusts
Chapter 36: Registration Rights Agreements — Variables and Practical Considerations
Chapter 37: Final and Formal Agreement Provisions
Chapter 38: Letters of Intent
Chapter 39: Confidentiality Agreements
Chapter 40: Standstill and No Shopping Agreements
Chapter 41: Piercing the Corporate Veil
Chapter 42: Summary of Pennsylvania Law
Chapter 43: Resisting Hostile Takeovers — AMP v. AlliedSignal
Chapter 44: Alternative Dispute Resolution
Chapter 45: Antidilution Adjustments
Chapter 46: Reserved
Chapter 47: Reserved
Chapter 48: Capital Raising in Private Placements
Chapter 49: Dividend Reinvestment and Stock Purchase Plans
Chapter 50: Debt Instruments
Chapter 51: Stock Option/Incentive Plans
Chapter 52: Shareholder Rights Plans or “Poison Pills”
Chapter 53: Reserved
Chapter 54: Trademarks
Chapter 55: Escheat
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