§ 11-102. Interpretation
West's Annotated Code of MarylandCorporations and Associations
MD Code, Corporations and Associations, § 11-102
§ 11-102. Interpretation
(a) The terms “offer”, “offer to sell”, “sale”, and “sell”, as defined in § 11-101(m) and (p) of this subtitle, do not include:
(2) Any stock dividend, whether the corporation distributing the dividend is the issuer of the stock or not, if nothing of value is given by stockholders for the dividend other than the surrender of a right to a cash or property dividend when each stockholder may elect to take the dividend in cash, property, or stock;
(3) Any act incident to a class vote by stockholders, under the certificate of incorporation or the applicable corporation statute, on a merger, consolidation, split-up, spin-off, share exchange, reclassification of securities, or transfer of corporate assets in consideration of the issuance, in whole or in part, of securities of another corporation;
(b) As used in this title, “fraud”, “deceit”, and “defraud” are not limited to common-law deceit.
(c) Any security given or delivered with or as a bonus on account of any purchase of securities or any other thing is considered to constitute part of the subject of the purchase and to have been offered and sold for value.
(e) Every sale or offer of a warrant or right to purchase or subscribe to another security of the same or another issuer and every sale or offer of a security which gives the holder a present or future right or privilege to convert into another security of the same or another issuer is considered to include an offer of the other security.
Credits
Added by Acts 1975, c. 311, § 2, eff. July 1, 1975. Amended by Acts 1976, c. 567, § 2; Acts 1987, c. 11, § 1; Acts 1991, c. 55, § 1; Acts 1992, c. 619; Acts 1993, c. 5, § 1; Acts 1997, c. 613, § 2, eff. Oct. 1, 1997.
Formerly Art. 32A, § 25.
MD Code, Corporations and Associations, § 11-102, MD CORP & ASSNS § 11-102
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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