Pennsylvania Corporate Practice and Forms: The Ballard Spahr Manual

Patricia G. Cramer, Esquire is a Senior Attorney at Ballad Spahr LLP and works with business 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 is the co-leader of Ballard Spahr’s Securities and Capital Markets 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 retired partner of Ballard Spahr LLP in its business and Finance Department and was a member of the Mergers and Acquisitions/Private Equity Group, and Energy and Project Finance Group. His practice was 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).

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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