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Pennsylvania Statutes Title 15 Pa.C.S.A. Corporations and Unincorporated Associations § 313. Relationship of chapter to other provisions of law

Current as of January 01, 2026 | Updated by Findlaw Staff

A transaction under this chapter to which a business corporation is a party may not impair any right or obligation that a person has under, and may not make applicable or inapplicable to the corporation, any provision of section 2538 (relating to approval of transactions with interested shareholders) or 2539 (relating to adoption of plan of merger by board of directors) or Subchapters E (relating to control transactions), F (relating to business combinations), G (relating to control-share acquisitions), H (relating to disgorgement by certain controlling shareholders following attempts to acquire control), I (relating to severance compensation for employees terminated following certain control-share acquisitions) and J (relating to business combination transactions--labor contracts) of Chapter 25,  1 nor shall it change the standard of care applicable to the directors under Subchapter B of Chapter 17 (relating to fiduciary duty)  2 unless, in addition to the requirements of this chapter:

(1) If the corporation does not survive the transaction, the transaction satisfies any requirements of the provision applicable to the transaction.

(2) If the corporation survives the transaction, the approval of the transaction is by a vote of the shareholders or directors which would be sufficient to impair the right or obligation under the provision or make the provision applicable or inapplicable to the corporation or change the standard of care.  A transaction that causes the corporation to cease to be a registered corporation or to cease to be a registered corporation described in a particular provision shall not be considered a transaction rendering the provision inapplicable to the corporation for purposes of this section.

1  15 Pa.C.S.A. §§ 2541 et seq., 2551 et seq., 2571 et seq., 2581 et seq., 2585 et seq.
2  15 Pa.C.S.A. § 1711 et seq.
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Cite this article: FindLaw.com - Pennsylvania Statutes Title 15 Pa.C.S.A. Corporations and Unincorporated Associations § 313. Relationship of chapter to other provisions of law - last updated January 01, 2026 | https://codes.findlaw.com/pa/title-15-pacsa-corporations-and-unincorporated-associations/pa-csa-sect-15-313/

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