In a sweeping ruling, the Appellate Court of Maryland, our intermediate appellate court, rejected the appellant-stockholders' claims that the directors of TravelCenters of America, Inc., a Maryland corporation...more
The Securities and Exchange Commission recently issued a notice regarding intended exemptive relief (the “Notice”) that would permit an open-end management investment company (referred to herein as an “open-end fund”)...more
11/6/2025
/ Board of Directors ,
Corporate Governance ,
ETFs ,
Exemptive Relief ,
Investment Company Act of 1940 ,
Investment Funds ,
Mutual Funds ,
Open-Ended Fund Companies (OFCs) ,
Securities and Exchange Commission (SEC) ,
Share Classes ,
Statutory Trusts
Recently, the Division of Corporation Finance of the Securities and Exchange Commission (the "SEC") confirmed that it would not recommend enforcement action with respect to Exxon Mobil Corporation’s implementation of its...more
Over the past decade, Maryland-incorporated real estate investment trusts ("REITs") have been under increasing pressure to eliminate or reduce defenses against unsolicited takeovers. Boards have been declassified, directors...more
11/5/2024
/ Appraisal ,
Board of Directors ,
Bylaws ,
Corporate Governance ,
Freeze-Out Mergers ,
Mergers ,
Mortgage REITS ,
Notice Requirements ,
Shareholder Meetings ,
Shareholder Rights ,
Special Meetings ,
Takeover Bids ,
Takeovers
As we enter the 2024 proxy season, we are providing our annual memorandum to call your attention to certain matters of Maryland law, some new and some continuing, relating to proxy materials and annual meetings about which we...more
Closed-end investment companies registered under the Investment Company Act of 1940, as amended (the "1940 Act"), have proven to be a product sought by many investors, especially individuals. Despite their appeal to long-term...more
1/29/2024
/ Arbitrage ,
Board of Directors ,
Bylaws ,
Closed-End Funds ,
Corporate Governance ,
General Corporation Law ,
Investment Company Act of 1940 ,
Investment Funds ,
Investment Opportunities ,
No-Action Letters ,
Securities and Exchange Commission (SEC) ,
Shareholder Activism ,
Shareholder Meetings ,
Shareholder Proposals ,
Shareholder Rights ,
Voting Requirements
In one of the most significant Maryland corporate law cases in several years, involving an inter-generational family contest between (a) a 28% stockholder and former director and employee (“Mekhaya”) and (b) the corporation...more
As we enter the 2023 proxy season, we are sending our annual memorandum to call your attention to certain matters of Maryland law, some new and some continuing, relating to proxy materials and annual meetings about which we...more
Effective August 1, 2022, Delaware amended its General Corporation Law (the "DGCL") to permit the certificate of incorporation of a Delaware corporation to provide for exculpation of officers from liability to the corporation...more