Pennsylvania's Director-Enabling Regime

A change-of-control transaction is a transformative juncture in the life cycle of any publicly traded corporation. Similar to many states, Pennsylvania ? recognizing the significance of this event ? has an evolved body of law governing the fiduciary duties applicable to a target company?s board of directors in the context of such a transaction. In this inaugural post in a series of blogs discussing M&A and litigation issues specific to Pennsylvania publicly traded companies in change-of-control transactions, we examine distinguishing characteristics of these fiduciary duties under Pennsylvania?s Business Corporation Law of 1988.