Pennsylvania Consolidated & Unconsolidated Statutes
Chapter 25 - Registered Corporations
Section 2545 - Notice to shareholders


(a) General rule.--Prompt notice that a control transaction has occurred shall be given by the controlling person or group to:
(1) Each shareholder of record of the registered corporation holding voting shares.
(2) The court, accompanied by a petition to the court praying that the fair value of the voting shares of the corporation be determined pursuant to section 2547 (relating to valuation procedures) if the court should receive, pursuant to section 2547, certificates from shareholders of the corporation or an equivalent request for transfer of uncertificated securities.
(b) Obligations of the corporation.--If the controlling person or group so requests, the corporation shall, at the option of the corporation and at the expense of the person or group, either furnish a list of all such shareholders and their postal addresses to the person or group or provide the notice to all such shareholders.
(c) Contents of notice.--The notice shall state that:
(1) All shareholders are entitled to demand that they be paid the fair value of their shares.
(2) The minimum value the shareholder can receive under this subchapter is the highest price paid per share by the controlling person or group within the 90-day period ending on and including the date of the control transaction, and stating that value.
(3) If the shareholder believes the fair value of his shares is higher, this subchapter provides an appraisal procedure for determining the fair value of such shares, specifying the name of the court and its address and the caption of the petition referenced in subsection (a)(2), and stating that the information is provided for the possible use by the shareholder in electing to proceed with a court-appointed appraiser under section 2547.
There shall be included in, or enclosed with, the notice a copy of this subchapter.
(d) Optional procedure.--The controlling person or group may, at its option, supply with the notice referenced in subsection (c) a form for the shareholder to demand payment of the partial payment amount directly from the controlling person or group without utilizing the court-appointed appraiser procedure of section 2547, requiring the shareholder to state the number and class or series, if any, of the shares owned by him, and stating where the payment demand must be sent and the procedures to be followed.
(e) Cross reference.--See section 1702 (relating to manner of giving notice).
(July 9, 2013, P.L.476, No.67, eff. 60 days)

2013 Amendment. Act 67 amended subsec. (b) and added subsec. (e).
Cross References. Section 2545 is referred to in sections 2542, 2546, 2547 of this title.

Structure Pennsylvania Consolidated & Unconsolidated Statutes

Pennsylvania Consolidated & Unconsolidated Statutes

Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS

Chapter 25 - Registered Corporations

Extra - Chapter Notes

Section 2501 - Application and effect of chapter

Section 2502 - Registered corporation status

Section 2503 - Acquisition of registered corporation status

Section 2504 - Termination of registered corporation status

Section 2511 - Financial reports to shareholders

Section 2512 - Dissenters rights procedure

Section 2513 - Disparate treatment of certain persons

Section 2521 - Call of special meetings of shareholders

Section 2522 - Adjournment or postponement of meeting of shareholders

Section 2523 - Quorum at shareholder meetings

Section 2524 - Consent of shareholders in lieu of meeting

Section 2525 - Appointment of custodian

Section 2526 - Voting rights of directors

Section 2527 - Authority of board of directors

Section 2528 - Notice of shareholder meetings

Section 2529 - Voting lists

Section 2530 - Qualifications of directors

Section 2535 - Proposal of amendment to articles

Section 2536 - Application by director for involuntary dissolution

Section 2537 - Dissenters rights in asset transfers

Section 2538 - Approval of transactions with interested shareholders

Section 2539 - Adoption of plan of merger by board of directors

Section 2541 - Application and effect of subchapter

Section 2542 - Definitions

Section 2543 - Controlling person or group

Section 2544 - Right of shareholders to receive payment for shares

Section 2545 - Notice to shareholders

Section 2546 - Shareholder demand for fair value

Section 2547 - Valuation procedures

Section 2548 - Coordination with control transaction

Section 2551 - Application and effect of subchapter

Section 2552 - Definitions

Section 2553 - Interested shareholder

Section 2554 - Business combination

Section 2555 - Requirements relating to certain business combinations

Section 2556 - Certain minimum conditions

Section 2561 - Application and effect of subchapter

Section 2562 - Definitions

Section 2563 - Acquiring person safe harbor

Section 2564 - Voting rights of shares acquired in a control-share acquisition

Section 2565 - Procedure for establishing voting rights of control shares

Section 2566 - Information statement of acquiring person

Section 2567 - Redemption

Section 2568 - Board determinations

Section 2571 - Application and effect of subchapter

Section 2572 - Policy and purpose

Section 2573 - Definitions

Section 2574 - Controlling person or group safe harbor

Section 2575 - Ownership by corporation of profits resulting from certain transactions

Section 2576 - Enforcement actions

Section 2581 - Definitions

Section 2582 - Severance compensation

Section 2583 - Enforcement and remedies

Section 2585 - Application and effect of subchapter

Section 2586 - Definitions

Section 2587 - Labor contracts preserved in business combination transactions

Section 2588 - Civil remedies