Pennsylvania Selected Consequences of Public Company Status Memorandum

State:
Multi-State
Control #:
US-TC1014
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PDF; 
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Description

As a result of the public offering of securities by the company, the company will be obligated to file various periodic reports with the SEC. This memorandum lists all those reports (10-K, 10-Q, 8-K, etc.), what each report is, and the filing guidelines for each one.

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FAQ

Pennsylvania Business Corporation Law of 1988 defines Corporation or Domestic Corporation as a corporation incorporated for profit under the rules of the Commonwealth of Pennsylvania. One or more corporations for profit or not-for-profit or natural persons of full age may incorporate a business corporation.

(b) Action by consent. --Unless otherwise restricted in the bylaws, any action required or permitted to be approved at a meeting of the directors may be approved without a meeting by a consent or consents to the action in record form.

Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS.

--Unless otherwise restricted in the bylaws, any action required or permitted to be taken at a meeting of the shareholders or of a class of shareholders of a business corporation may be taken without a meeting if a consent or consents to the action in record form are signed, before, on or after the effective date of ...

Under Rule 1.7(a), a conflict of interest exists if there is significant risk that the lawyer's representation of the client will be materially limited by the lawyer's own interest in the fee arrangement or by the lawyer's responsibilities to the third-party payer (for example, when the third-party payer is a co-client ...

If a company wants to become a corporation, it must file articles of incorporation with its appropriate state agency. This formation document is required as part of the incorporation process, and the articles provide the state a variety of information about the company and its incorporators.

--Unless otherwise provided in the bylaws, a majority of the directors in office of a business corporation shall be necessary to constitute a quorum for the transaction of business, and the acts of a majority of the directors present and voting at a meeting at which a quorum is present shall be the acts of the board of ...

--No public official, public employee or nominee or candidate for public office shall solicit or accept anything of monetary value, including a gift, loan, political contribution, reward or promise of future employment, based on any understanding of that public official, public employee or nominee that the vote, ...

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Pennsylvania Selected Consequences of Public Company Status Memorandum