§ 3-202. Fair value, right to from successors
West's Annotated Code of MarylandCorporations and AssociationsEffective: October 1, 2014
Effective: October 1, 2014
MD Code, Corporations and Associations, § 3-202
§ 3-202. Fair value, right to from successors
(a) Except as provided in subsection (c) of this section, a stockholder of a Maryland corporation has the right to demand and receive payment of the fair value of the stockholder's stock from the successor if:
(b)(1) Fair value is determined as of the close of business:
(c) Unless the transaction is governed by § 3-602 of this title or is exempted by § 3-603(b) of this title, a stockholder may not demand the fair value of the stockholder's stock and is bound by the terms of the transaction if:
(5) The stock is that of an open-end investment company registered with the Securities and Exchange Commission under the Investment Company Act of 19401 and the value placed on the stock in the transaction is its net asset value.
(d) With respect to a merger, consolidation, or share exchange, a stockholder of a Maryland corporation who otherwise would be bound by the terms of the transaction under subsection (c)(1) of this section may demand the fair value of the stockholder's stock if:
(3) Unless the stock is held in accordance with a compensatory plan or arrangement approved by the board of directors of the corporation and the treatment of the stock in the transaction is approved by the board of directors of the corporation, any stock held by persons described in item (2) of this subsection, as part of or in connection with the transaction and within the 1-year period described in item (2) of this subsection, will be or was converted into or exchanged for stock of a person, or an affiliate of a person, who is a party to the transaction on terms that are not available to all holders of stock of the same class or series.
Credits
Added by Acts 1975, c. 311, § 2, eff. July 1, 1975. Amended by Acts 1976, c. 567, § 2; Acts 1983, Sp. Sess., c. 1; Acts 1985, c. 363; Acts 1985, c. 657; Acts 1990, c. 6, § 2; Acts 1993, c. 605; 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 2000, c. 642, § 1, eff. June 1, 2000; Acts 2003, c. 301, § 1, eff. June 1, 2003; Acts 2008, c. 191, § 1, eff. June 1, 2008; Acts 2013, c. 527, § 2, eff. Oct. 1, 2013; Acts 2013, c. 528, § 2, eff. Oct. 1, 2013; Acts 2014, c. 550, § 1, eff. Oct. 1, 2014; Acts 2014, c. 551, § 1, eff. Oct. 1, 2014.
Formerly Art. 23, § 73.
Footnotes
Aug. 22, 1940, ch. 686, Title I, 54 Stat. 789, codified at 15 U.S.C.A. § 80a-1 et seq.
MD Code, Corporations and Associations, § 3-202, MD CORP & ASSNS § 3-202
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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