§ 3-106.2. Holding company
West's Annotated Code of MarylandCorporations and AssociationsEffective: October 1, 2017
Effective: October 1, 2017
MD Code, Corporations and Associations, § 3-106.2
§ 3-106.2. Holding company
(a) In this section, “holding company” means a Maryland corporation:
(b) Notwithstanding § 3-105 of this subtitle, unless the charter of a parent corporation expressly provides otherwise, a vote of the stockholders of the parent corporation is not necessary to authorize a merger with or into a single direct or indirect wholly owned subsidiary corporation of the parent corporation if:
(2) Each share or fraction of a share of the stock of the parent corporation outstanding immediately prior to the effective time of the merger is converted in the merger into a share or equal fraction of a share of the stock of a holding company having the same contract rights as the share of stock of the parent corporation being converted in the merger;
(c) From and after the effective time of a merger under subsection (b) of this section:
(1) If the parent corporation was formed before October 1, 1995, and its charter did not expressly terminate preemptive rights, and the holding company was formed on or after October 1, 1995, the charter of the holding company shall provide that stockholders of the holding company have preemptive rights, to the extent provided in the charter of the parent corporation immediately prior to the effective time of the merger and subject to § 2-205 of this article, to subscribe to any additional shares of stock or any security convertible into an additional issue of stock;
(2) To the extent a voting trust agreement authorized by § 2-510 of this article, a written agreement authorized by § 2-510.1 of this article, a proxy authorized by § 2-507 of this article, or any other similar agreement or instrument applied to the parent corporation, its stock, or its stockholders immediately prior to the effective time of the merger, the voting trust agreement, written agreement, proxy, or other similar agreement or instrument shall apply to the holding company, its stock, and its stockholders;
(4) To the extent that, immediately prior to the effective time of the merger, any approval by the stockholders of the parent corporation under § 3-702(a) of this title applied to the parent corporation and any control shares of the parent corporation, the approval shall apply to the holding company and any control shares of the holding company immediately after the effective time of the merger as if the holding company were the parent corporation;
(5) To the extent that, immediately prior to the effective time of the merger, the board of directors of the parent corporation had elected by resolution to be subject to or not to be subject to, wholly or partly, any or all provisions of Subtitle 8 of this title, the election shall apply to the holding company immediately after the effective time of the merger as if the holding company were the parent corporation;
(6) Unless the board of directors of the holding company has authorized shares of stock of the holding company to be issued without certificates, or until certificates with the name of the holding company have been issued, the shares of stock of the holding company into which the shares of stock of the parent corporation are converted in the merger may continue to be represented by the stock certificates that previously represented shares of stock of the parent corporation; and
(7) To the extent that a stockholder of the parent corporation immediately prior to the effective time of the merger had standing to institute or maintain derivative litigation on behalf of the parent corporation, the stockholder shall have standing to institute or maintain derivative litigation on behalf of the holding company.
Credits
Added by Acts 2017, c. 358, § 1, eff. Oct. 1, 2017; Acts 2017, c. 359, § 1, eff. Oct. 1, 2017.
MD Code, Corporations and Associations, § 3-106.2, MD CORP & ASSNS § 3-106.2
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.
End of Document |