Pennsylvania Proposal to Amend Certificate to Reduce Par Value, Increase Authorized Common Stock, and Reverse Stock Split with Exhibit — Explained Pennsylvania Corporation Code allows corporations to propose amendments to their articles of incorporation, commonly known as certificates, to modify various aspects of their business operations. One such proposal often put forth is to reduce the par value, increase authorized common stock, and carry out a reverse stock split. These amendments are aimed at restructuring the stock structure of a corporation. Reducing Par Value: When a corporation wants to reduce the par value of its stock, it means that it intends to lower the minimum face value assigned to each share. Par value is the nominal value assigned to a share of stock, which represents the minimum price at which the share can be issued. By reducing par value, a corporation can potentially make its shares more affordable to investors. However, it is important to note that par value has little practical significance in modern corporate finance, and many jurisdictions even permit issuing shares without a par value. Increasing Authorized Common Stock: Increasing the authorized common stock refers to the proposal of expanding the total number of shares a corporation can issue to investors. The authorized common stock represents the maximum number of shares a company is legally permitted to offer to the public or allocate to its shareholders. This proposal can be seen as a growth strategy, enabling the corporation to issue additional shares in the future, either for raising capital or acquiring other businesses. Reverse Stock Split: A reverse stock split is a process where a corporation reduces the total number of its outstanding shares. This is accomplished by combining multiple shares into a single share, effectively increasing the price per share. The reverse stock split does not affect an investor's proportional ownership in the corporation, as shareholders receive fewer shares but at a proportionately higher value. The purpose of a reverse stock split is often to meet listing requirements on stock exchanges or to raise the share price and attract a different class of investors. Exhibit: The proposed Pennsylvania amendment to the corporation's certificate is typically accompanied by an exhibit that provides further details, such as the specific changes being made, the new par value, the increased authorized common stock quantity, and the reverse stock split ratio. The exhibit may also include any limitations or guidelines concerning the implementation of these amendments, ensuring transparency and clear communication to shareholders. While the Pennsylvania Proposal to Amend Certificate to Reduce Par Value, Increase Authorized Common Stock, and Reverse Stock Split is a general term, there can be different variations of this proposal based on the specific amendments desired by the corporation. The proposed amendments and the exhibit contents may vary depending on the company's specific circumstances, goals, and compliance requirements.