Pennsylvania Consolidated Statutes

15 Pa. Cons. Stat. § 1572 (2026)

Definitions.

✓ current as of May 2026

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§ 1572. Definitions.

The following words and phrases when used in this subchapter shall have the meanings given to them in this section unless the context clearly indicates otherwise:

"Corporation." The issuer of the shares held or owned by the dissenter before the corporate action or the successor by merger, consolidation, division, conversion or otherwise of that issuer. A plan of division may designate which one or more of the resulting corporations is the successor corporation for the purposes of this subchapter. The designated successor corporation or corporations in a division shall have sole responsibility for payments to dissenters and other liabilities under this subchapter except as otherwise provided in the plan of division.

"Dissenter." A shareholder who is entitled to and does assert dissenters rights under this subchapter and who has performed every act required up to the time involved for the assertion of those rights.

"Fair value." The fair value of shares immediately before the effectuation of the corporate action to which the dissenter objects, taking into account all relevant factors, but excluding any appreciation or depreciation in anticipation of the corporate action.

"Interest." Interest from the effective date of the corporate action until the date of payment at such rate as is fair and equitable under all the circumstances, taking into account all relevant factors, including the average rate currently paid by the corporation on its principal bank loans.

"Shareholder." A shareholder as defined in section 1103 (relating to definitions) or an ultimate beneficial owner of shares, including, without limitation, a holder of depository receipts, where the beneficial interest owned includes an interest in the assets of the corporation upon dissolution.

(Dec. 19, 1990, P.L.834, No.198, eff. imd.; June 22, 2001, P.L.418, No.34, eff. 60 days)

2001 Amendment. Act 34 amended the defs. of "corporation" and "dissenter" and added the def. of "shareholder."

Cross References. Section 1572 is referred to in sections 321, 1571 of this title.

Notes of Decisions

Cited in 3 cases, 1997–2013 · leading case: Mitchell Partners, L.P. v. Irex Corp., 656 F.3d 201 (3rd Cir. 2011).

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Mitchell Partners, L.P. v. Irex Corp., 656 F.3d 201 (3rd Cir. 2011). · cites it 2× “" Yet although Pennsylvania has explicitly followed Delaware's lead and expanded the original definition of fair value so as to permit consideration of "all relevant factors," fair value still excludes "any appreciation or depreciation in anticipation of the corporate action.”

Colorcon, Inc. v. United States, 110 Fed. Cl. 650 (Fed. Cl. 2013). “” 15 Pa.C.S. § 1572. Dissenting shareholders who comply with the procedures for dissenters rights “retain other rights of a shareholder until those rights are modified by effectuation of the proposed corporate action.”

Fayette Bank v. Nesser (In Re Nesser), 206 B.R. 357 (Bankr. W.D. Pa. 1997). “15 Pa.Cons.Stat.Ann. § 1572. Dagnon conceded that he did not know whether Debtor met the standards of § 1572.”

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