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§ 3-108. Proposed consolidation, merger abandoned

West's Annotated Code of MarylandCorporations and AssociationsEffective: October 1, 2022

West's Annotated Code of Maryland
Corporations and Associations
Title 3. Corporations in General--Extraordinary Actions (Refs & Annos)
Subtitle 1. Consolidation, Merger, and Transfer of Assets
Effective: October 1, 2022
MD Code, Corporations and Associations, § 3-108
§ 3-108. Proposed consolidation, merger abandoned
Currentness
In general
(a) A proposed consolidation, merger, or share exchange may be abandoned before the effective date of the articles:
(1) If the articles so provide, by majority vote of the entire board of directors of any one corporation party to the articles, the entire board of trustees of any one business trust party to the articles, or the governing body of any other entity party to the articles; or
(2) Unless the articles provide otherwise, by majority vote of the entire board of directors of each Maryland corporation party to the articles, the entire board of trustees of each Maryland business trust party to the articles, and the governing body of each other Maryland entity party to the articles.
Notice to Department
(b) If the articles have been filed with the Department, notice of the abandonment shall be given promptly to the Department by:
(1) If abandoned pursuant to subsection (a)(1) of this section, any one party to the articles; or
(2) If abandoned pursuant to subsection (a)(2) of this section, each party to the articles.
Effect of abandonment
(c)(1) If the proposed consolidation, merger, or share exchange is abandoned as provided in this section, no legal liability arises under the articles.
(2) An abandonment does not prejudice the rights of any person under any other contract made by a corporation party to the proposed articles in connection with the proposed consolidation, merger, or share exchange.

Credits

Added by Acts 1975, c. 311, § 2, eff. July 1, 1975. Amended by Acts 1976, c. 567, § 2; Acts 1978, c. 255; Acts 2018, c. 720, § 1, eff. Oct. 1, 2018; 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, § 3-108, MD CORP & ASSNS § 3-108
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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