§ 507. Validation of certain share authorizations.

407 words·~2 min read·/pa/title-15/chapter-5/507

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(a)General rule.-- Where heretofore any domestic corporation for profit shall have redeemed and canceled any shares subject to redemption and cancellation, acquired its own shares on conversion thereof into or exchange thereof for other shares of the corporation, purchased or redeemed and canceled any shares, canceled any treasury shares, redeemed any shares or adopted any resolution of the board with respect to authorized but unissued shares reducing the number of shares that the corporation is authorized to issue without filing in the Department of State a statement of redemption and cancellation, a statement of cancellation of shares, a statement of reduction of authorized shares or similar document as then provided by any statute supplied or repealed by Subpart B (relating to business corporations), such action shall be deemed not to have had any effect on the authorized share structure of the corporation and the number and class of shares authorized to be issued by the corporation from time to time and at any time shall be deemed and taken to be the number and class of shares as set forth at the time in the most recently amended text of the charter or articles of the corporation as then on file in the department.

(b)Restriction on reissuance.-- Subsection

(a)shall not validate any shares reissued in violation of a provision of the charter or articles prohibiting the reissuance of redeemed or otherwise acquired shares. Except as otherwise expressly provided therein, such a provision shall not be interpreted as prohibiting the reissuance of redeemed or otherwise acquired shares as shares of a different class or series.

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SUBCHAPTER B

FIDUCIARY DUTY AND INDEMNIFICATION

Sec.

511. Application and effect of subchapter.

512. Standard of care, justifiable reliance and business judgment rule.

513. Personal liability of directors.

514. Presumption of assent.

515. Exercise of powers generally.

516. Alternative standard.

517. Limitation on standing.

518. Nonexclusivity and supplementary coverage.

Enactment. Subchapter B was added December 19, 1990, P.L.834, No.198, effective immediately.

Prior Provisions. Former Subchapter B, which related to indemnification and corporate directors' liability, was added December 21, 1988, P.L.1444, No.177, and repealed December 19, 1990, P.L.834, No.198, effective immediately.

Special Provisions in Appendix. See section 404(b) of Act 198 of 1990 in the appendix to this title for special provisions relating to applicability.

Cross References. Subchapter B is referred to in section 8332.5 of Title 42 (Judiciary and Judicial Procedure).

15c511s