Preferred stock provides flexibility in structuring investments. It can furnish various dividend and participation rights (such as rights to participate with common stock in proceeds from company [...]
Implied Warranties Under Article 2 of the Uniform Commercial Code: Traps for the Unwary Seller
In PostedWarranties can greatly increase the potential liability of a seller in a sale of goods if they are not narrowly tailored to the goods being sold. By way of background, a warranty is a promise [...]
Pennsylvania Limited Liability Companies Beware: New Act Presents Opportunities but Poses Traps
In Corporate Issues PostedThe Pennsylvania Uniform Limited Liability Company Act of 2016 (the “Act”) became effective on April 1, 2017. It applies, however, to all Pennsylvania limited liability companies (“companies” and [...]
New Pennsylvania Entity Transactions Law Permits Statutory Conversion of Entities
In Corporate Issues PostedThe new Pennsylvania Entity Transactions Law, which went into effect on July 1, 2015, brings Pennsylvania in line with many other states in allowing for simple, statutory entity conversions. [...]
In a post called “Anatomy of an Indemnification Provision,” I previously provided an overview of the major features of an indemnification provision – a provision in which one party (the [...]
Two Traps for the Unwary in Articles of Incorporation for Pennsylvania Corporations
In Corporate Issues PostedParties forming new corporations often file preprinted form articles of incorporation without considering whether they are appropriate for the corporation being formed. Such form articles of [...]
Many types of contracts include indemnification provisions. In a typical indemnification provision, one party (the indemnifying party) agrees to reimburse another party (the indemnified party) [...]