William H. Clark, Jr.

Partner

Philadelphia

(215) 988-2804 phone
(215) 988-2757 fax

William H. Clark, Jr. is a partner in the Corporate & Securities Practice Group of Drinker Biddle and Reath LLP. His practice is focused on corporate governance, mergers and acquisitions, general business law and government affairs.

Writing the Law – Not Just Applying it. Bill’s corporate and business law practice is informed by his unique experience drafting business laws both for Pennsylvania and other states.

Pennsylvania. Bill has served for a number of years as the draftsman for the Title 15/ Business Associations Committee of the Pennsylvania Bar Association and in that capacity was the author of the 1988 Pennsylvania Business Corporation Law and the Pennsylvania Revised Uniform Limited Partnership Act. He subsequently drafted the 1990 follow-on legislation to the 1988 BCL which made insurance corporations subject to the 1988 BCL and recodified the law on credit unions. He was also the draftsman of the 1994 Pennsylvania Limited Liability Company Law.

North Dakota. Bill drafted the legislation and designed the legislative strategy that led to the enactment of the North Dakota Publicly Traded Corporations Act, which is the first state corporation law in the United States to address all of the major issues of corporate governance that are of concern to institutional investors.

Benefit Corporations. Bill drafted the statutes that have been enacted in California, Hawaii, Maryland, New Jersey, New York, Vermont, and Virginia authorizing the organization of benefit corporations, which is a new form of business corporation that has as one of its corporate purposes creating positive benefits for society and the environment.

Model and Uniform Acts. Bill is the reporter for a special committee of the ABA Business Law Section, that prepared the Third Edition of the Model Nonprofit Corporation Act, which was issued in 2009. He was the ABA reporter for a joint project of the ABA and the National Conference of Commissioners on Uniform State Laws that drafted the Model Entity Transactions Act, which permits mergers between differing forms of entities and the conversion of an entity from one form of organization to another. He was also the reporter for the NCCUSL drafting committee that prepared the Model Registered Agents Act. Bill is a Pennsylvania commissioner to NCCUSL and has participated in the drafting of the Uniform Statutory Trust Act and the revised Uniform Limited Liability Company Act. He was formerly an appointed member of the Committee on Corporate Laws of the Business Law Section of the American Bar Association which is responsible for updating the Model Business Corporation Act, and he now serves as a special consultant to the committee. He is the vice-chair of the NCCUSL drafting committee that is preparing the Uniform Business Organizations Code.

Corporate and Business Law. In his corporate law practice, Bill focuses particularly on matters involving issues of corporate governance and control. He advises the boards of directors of public companies and their standing committees on issues of corporate governance, and he has represented several special committees established to deal with particular transactions or investigations. Bill represents both publicly-traded and privately-owned companies in mergers and acquisitions as either buyer or seller. He also represents for-profit and nonprofit entities in connection with the establishment and governance of joint ventures.

In General. Bill is the former chair of the Business Law Section of the Pennsylvania Bar Association and the former chair of the Business Law Section of the Philadelphia Bar Association. He is a fellow of the American Bar Foundation and a member of the American Law Institute. Bill is a frequent speaker and writer on business law topics and has been the program chair of numerous continuing legal education programs. He is the author of several law review articles and the co-author with the late Professor W. Edward Sell of a comprehensive revision of Professor Sell’s treatise on Pennsylvania Business Corporations, which is the authoritative work on Pennsylvania corporation law.

Bill is listed in The Best Lawyers in America and Who’s Who in America.

Bill graduated summa cum laude from Amherst College and received his J.D., magna cum laude, from Temple University. He also has a master's degree in theology from Westminster Theological Seminary.

Publications

7/8/2014
Client Alert
Adoption of Fee-Shifting Bylaws by Pennsylvania Corporations
1/27/2014
Practical Law
Establishing a Business in the United States: Delaware
8/6/2013
Client Alert
Pennsylvania Has Amended Its Benefit Corporation Law
8/1/2013
Client Alert
Delaware Embraces Doing Business in a Responsible and Sustainable Way
5/3/2013
Client Alert
Delaware Is Considering 'Public Benefit Corporation' Legislation
11/30/2012
Drinker Biddle Publication
How to Switch to Being a Benefit Corporation
11/9/2012
Client Alert
Pennsylvania Authorizes the Creation of Benefit Corporations
8/10/2012
Corporate & Securities Alert
Illinois Authorizes the Creation of Benefit Corporations
2/24/2012
William Mitchell Law Review
How Benefit Corporations are Redefining the Purpose Of Business Corporations
1/4/2012
Securities Update
4/1/2011
Law and Contemporary Problems
The Relationship of the Model Business Corporation Act to Other Entity Laws
3/4/2011
Corporate Alert
Proxy Statements and Annual Meetings Under Pennsylvania Law – 2011
9/1/2010
Corporate Attorney's Practice Guide
3/3/2010
Corporate Alert
Proxy Statements and Annual Meetings under Pennsylvania Law - 2010
6/30/2009
Securities Update
SEC Proposes Proxy Rules to Facilitate Shareholder Access
3/31/2009
Securities Update
3/5/2009
Corporate Update
Proxy Statements and Annual Meetings under Pennsylvania Law -- 2009
6/16/2008
Updating Your Company's Corporate Governance Policies: Leading Lawyers on Analyzing Compliance Programs, Evaluating Possible Risks, and Tailoring Policies to Fit the Needs of Various Companies
The Influence of North Dakota on the U.S. Corporate Governance Debate
6/9/2008
Corporate Alert
Companies Should Review Their Advance Notice Bylaws
10/26/2004
Corporate Alert -- SEC Provides Guidance on Applying Unbundling Rule to Proxy Materials for Merger and Acquisition Transactions

Speaking Engagements

12/20/2012
Pennsylvania Bar Institute
To ‘B’ or Not to ‘B’: An Introduction to Pennsylvania Benefit Corporations
4/21/2011
Pennsylvania Bar Institute
4/16/2011
ABA Business Law Section Spring Meeting
3/16/2011
Pennsylvania Bar Institute
7/21/2010
Pennsylvania Bar Institute CLE
Understanding Damages and Indemnities in Commercial Contracts
3/26/2010
Pennsylvania Bar Institute
3/9/2010
Federal Trade Commission’s
1/19/2010
The Changing Rights and Roles of Public Company Shareholders
10/11/2009
Money Laundering Enforcement Conference
4/18/2009
ABA Business Law Section
3/26/2008
Pennsylvania Bar Institute
2/10/2007
Winter Meeting of the National Association of Secretaries of State
10/21/2006
Pennsylvania Bar Institute Business Lawyers Institute
8/31/2006
PBI Program
12/13/2005
PBI Program
7/26/2005
Corporate Practice Seminar
7/21/2005
National Business Institute (NBI) Seminar Advanced LLC Issues in Pennsylvania
7/12/2005
Pennsylvania Bar Institute program, Mergers and Acquisitions
6/21/2005
The Lawyer's Guide to Organizational Documents
4/13/2005
National Public Records Research Association and the Real Estate Information Professionals Association
10/21/2004
PBI Business Lawyers Institute
12/17/2003
PBI Program
7/8/2014
Client Alert
Adoption of Fee-Shifting Bylaws by Pennsylvania Corporations
1/27/2014
Practical Law
Establishing a Business in the United States: Delaware
8/6/2013
Client Alert
Pennsylvania Has Amended Its Benefit Corporation Law
8/1/2013
Client Alert
Delaware Embraces Doing Business in a Responsible and Sustainable Way
5/3/2013
Client Alert
Delaware Is Considering 'Public Benefit Corporation' Legislation
11/30/2012
Drinker Biddle Publication
How to Switch to Being a Benefit Corporation
11/9/2012
Client Alert
Pennsylvania Authorizes the Creation of Benefit Corporations
8/10/2012
Corporate & Securities Alert
Illinois Authorizes the Creation of Benefit Corporations
2/24/2012
William Mitchell Law Review
How Benefit Corporations are Redefining the Purpose Of Business Corporations
1/4/2012
Securities Update
4/1/2011
Law and Contemporary Problems
The Relationship of the Model Business Corporation Act to Other Entity Laws
3/4/2011
Corporate Alert
Proxy Statements and Annual Meetings Under Pennsylvania Law – 2011
9/1/2010
Corporate Attorney's Practice Guide
3/3/2010
Corporate Alert
Proxy Statements and Annual Meetings under Pennsylvania Law - 2010
6/30/2009
Securities Update
SEC Proposes Proxy Rules to Facilitate Shareholder Access
3/31/2009
Securities Update
3/5/2009
Corporate Update
Proxy Statements and Annual Meetings under Pennsylvania Law -- 2009
6/16/2008
Updating Your Company's Corporate Governance Policies: Leading Lawyers on Analyzing Compliance Programs, Evaluating Possible Risks, and Tailoring Policies to Fit the Needs of Various Companies
The Influence of North Dakota on the U.S. Corporate Governance Debate
6/9/2008
Corporate Alert
Companies Should Review Their Advance Notice Bylaws
10/26/2004
Corporate Alert -- SEC Provides Guidance on Applying Unbundling Rule to Proxy Materials for Merger and Acquisition Transactions