§ 3-105. Approval procedure
West's Annotated Code of MarylandCorporations and AssociationsEffective: October 1, 2022
Effective: October 1, 2022
MD Code, Corporations and Associations, § 3-105
§ 3-105. Approval procedure
(a) A consolidation, merger, share exchange, or transfer of assets shall be approved in the manner provided by this section, except that:
(i) The merger does not reclassify or change the terms of any class or series of its stock that is outstanding immediately before the merger becomes effective or otherwise amend its charter and the number of its shares of stock of such class or series outstanding immediately after the effective time of the merger does not increase by more than 20% of the number of its shares of the class or series of stock that is outstanding immediately before the merger becomes effective; or
(9) A consolidation, merger, or share exchange shall be approved by a Maryland corporation registered as an open-end investment company under the Investment Company Act of 1940 only by a majority of the entire board of directors and in the manner and by the vote required under the Investment Company Act of 1940.
(b) The board of directors of each corporation proposing to consolidate, merge, transfer its assets, or have its stock acquired in a share exchange shall:
(c) Notice which states that a purpose of the meeting will be to act on the proposed consolidation, merger, share exchange, or transfer of assets shall be given by each corporation in the manner required by Title 2 of this article to:
(d) An agreement of consolidation, merger, share exchange, or transfer of assets may require that the proposed transaction shall be submitted to the stockholders, even if the board of directors determines at any time after having declared the advisability of the proposed transaction that the proposed transaction is no longer advisable and either makes no recommendation to the stockholders or recommends that the stockholders reject the proposed transaction.
Credits
Added by Acts 1975, c. 311, § 2, eff. July 1, 1975. Amended by Acts 1976, c. 567, § 2; Acts 1978, c. 255; Acts 1979, c. 452; Acts 1997, c. 717, § 1, eff. Oct. 1, 1997; Acts 1999, c. 395, § 1, eff. Oct. 1, 1999; Acts 1999, c. 459, § 1, eff. Oct. 1, 1999; Acts 2014, c. 550, § 1, eff. Oct. 1, 2014; Acts 2014, c. 551, § 1, eff. Oct. 1, 2014; Acts 2020, c. 292, § 1, eff. Oct. 1, 2020; Acts 2020, c. 293, § 1, eff. Oct. 1, 2020; Acts 2021, c. 110, § 1, eff. April 13, 2021; Acts 2022, c. 292, § 1, eff. Oct. 1, 2022; Acts 2022, c. 293, § 1, eff. Oct. 1, 2022.
Formerly Art. 23, § 66.
MD Code, Corporations and Associations, § 3-105, MD CORP & ASSNS § 3-105
Current through legislation effective through April 9, 2023, from the 2024 Regular Session of the General Assembly. Some statute sections may be more current, see credits for details.
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