Any profit realized by any person or group who is or was a controlling person or group with respect to a registered corporation from the disposition of any equity security of the corporation to any person (including under Subchapter E (relating to control transactions) or otherwise), including, without limitation, to the corporation (including under Subchapter G (relating to control-share acquisitions) or otherwise) or to another member of the controlling person or group, shall belong to and be recoverable by the corporation where the profit is realized by such person or group:
(1) from the disposition of the equity security within 18 months after the person or group obtained the status of a controlling person or group; and
(2) the equity security had been acquired by the controlling person or group within 24 months prior to or 18 months subsequent to the obtaining by the person or group of the status of a controlling person or group.
Any transfer by a controlling person or group of the ownership of any equity security may be suspended on the books of the corporation, and certificates representing such securities may be duly legended, to enforce the rights of the corporation under this subchapter.
(Dec. 19, 1990, P.L.834, No.198, eff. imd.)
1990 Amendment. Act 198 renumbered section 2574 to section 2575 and renumbered former section 2575 to section 2576.
Structure Pennsylvania Consolidated & Unconsolidated Statutes
Pennsylvania Consolidated & Unconsolidated Statutes
Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS
Chapter 25 - Registered Corporations
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 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 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 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 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 2568 - Board determinations
Section 2571 - Application and effect of subchapter
Section 2572 - Policy and purpose
Section 2574 - Controlling person or group safe harbor
Section 2575 - Ownership by corporation of profits resulting from certain transactions
Section 2576 - Enforcement actions
Section 2582 - Severance compensation
Section 2583 - Enforcement and remedies
Section 2585 - Application and effect of subchapter
Section 2587 - Labor contracts preserved in business combination transactions