§ 3-701. Definitions
West's Annotated Code of MarylandCorporations and AssociationsEffective: October 1, 2021
Effective: October 1, 2021
MD Code, Corporations and Associations, § 3-701
§ 3-701. Definitions
(b) “Acquiring person” means a person who makes or proposes to make a control share acquisition.
(c) “Associate”, when used to indicate a relationship with any person, means:
(d)(1) “Control share acquisition” means the acquisition, directly or indirectly, by any person, of ownership of, or the power to direct the exercise of voting power with respect to, issued and outstanding control shares.
(3) Unless the acquisition entitles any person, directly or indirectly, to exercise or direct the exercise of voting power in the election of directors in excess of the range of voting power previously authorized or attained under an acquisition that is exempt under paragraph (2) of this subsection, “control share acquisition” does not include the acquisition of shares of a corporation in good faith and not for the purpose of circumventing this subtitle by or from:
(e)(1) “Control shares” means shares of stock that, except for this subtitle, would, if aggregated with all other shares of stock of the corporation (including shares the acquisition of which is excluded from “control share acquisition” in subsection (d)(2) of this section) owned by a person or in respect of which that person is entitled to exercise or direct the exercise of voting power, except solely by virtue of a revocable proxy, entitle that person, directly or indirectly, to exercise or direct the exercise of the voting power of shares of stock of the corporation in the election of directors within any of the following ranges of voting power:
(i) Shares of stock of a corporation only to the extent that the acquiring person, following the acquisition of the shares, is entitled, directly or indirectly, to exercise or direct the exercise of voting power within any level of voting power set forth in this section for which approval has not been obtained previously under § 3-702 of this subtitle; and
(f) “Corporation” includes a real estate investment trust, as defined in Title 8 of this article.
(g) “Interested shares” means shares of a corporation in respect of which any of the following persons is entitled to exercise or direct the exercise of the voting power of shares of stock of the corporation in the election of directors:
Credits
Added by Acts 1989, c. 51. Amended by Acts 2000, c. 642, § 1, eff. June 1, 2000; Acts 2014, c. 45, § 5; Acts 2021, c. 779, § 1, eff. Oct. 1, 2021; Acts 2021, c. 780, § 1, eff. Oct. 1, 2021.
MD Code, Corporations and Associations, § 3-701, MD CORP & ASSNS § 3-701
Current through legislation effective through May 9, 2024, from the 2024 Regular Session of the General Assembly. Some statute sections may be more current, see credits for details.
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