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 & 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 model legislation authorizing the organization of benefit corporations, a new form of business corporation that has as one of its corporate purposes creating positive benefits for society and the environment. Bill's legislation has been the basis for statutes enacted in 28 jurisdictions including California, Illinois, New Jersey, New York, and Pennsylvania.

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.