PHILADELPHIA – Stradley Ronon is pleased to announce that Partner Lisa R. Jacobs participated in a panel discussion held in Philadelphia on Nov. 15., at the Business Law Institute. The discussion, “Act 122 of 2022 – Business Organizations Law Changes Coming Soon”, was an overview of the recently enacted Act 122 of 2022, which goes into effective on Jan. 3, 2023. The panelists focused on the more significant changes to Pennsylvania’s Title 15, including:
- Annual reports and changes to certain other filings with and processes of the Corporations Bureau of the Pennsylvania Department of State, for both domestic and foreign entities;
- Revisions based on changes in the Delaware General Corporation Law and Model Business Corporation Act – including a new ratification process for certain defective shareholder approvals; a new two-step procedure available for business corporations engaging in a tender offer, followed by a merger; record maintenance using distributed ledger (or “blockchain”) technology as well as other technology by all entities; enhanced ability of entities to act during “emergencies”; and more.
- Revisions based on the endorsement by the Pennsylvania Supreme Court of the ALI Principles of Corporate Governance, including codification of the business judgment rule, with certain conforming and clarifying amendments relating to fiduciary duty; and enhanced guidance addressing the duty of loyalty in transactions among affiliates
- Divisions - Although division transactions have been authorized in Pennsylvania law since 1972, their use has substantially increased in the last decade or more. The Act includes amendments regarding divisions that will improve the usefulness of division transactions.
- Changes to aspects of the Nonprofit Corporation Law to conform to the BCL where the law for nonprofit corporations and business corporations is intended to be the same.
Jacobs co-chaired the Committee that drafted the act for enactment in Pennsylvania and will participate in several in-depth programs sponsored by the Pennsylvania Bar Institute to be held across the Commonwealth this Spring.
Jacobs has extensive experience representing businesses and institutions on domestic and international transactional matters. For more than 30 years, Jacobs has served as an advisor to both private and public companies in a wide variety of industries on matters related to mergers and acquisitions, corporate finance, institutional and private equity financings, securitization and structured finance, and corporate governance issues.
About Stradley Ronon
Counseling clients since 1926, Stradley Ronon has helped private and public companies – from small businesses to Fortune 500 corporations – achieve their goals by providing pragmatic, value-driven legal counsel. With offices in eight strategic locations, our responsive team of more than 200 attorneys seamlessly addresses the full spectrum of our clients’ needs, ranging from sophisticated corporate transactions to complex commercial litigation.