In light of recent attention to closed-end fund governance in general and to bylaws in particular, we offer this brief reminder of the value of a periodic review of the bylaws of Maryland corporations and statutory trusts...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
During its 2024 session, the General Assembly of Maryland approved Senate Bill 400 and House Bill 749, amending several provisions of the Maryland General Corporation Law (the "MGCL") and the Maryland REIT Law (the "MRL"),...more
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
As we reported in May, the General Assembly of Maryland has enacted House Bill 209 (Chapter 560 of the Laws of Maryland 2023), amending several provisions of the Maryland General Corporation Law (the “MGCL”), the Maryland...more
The General Assembly of Maryland has enacted House Bill 209 (Chapter 560 of the Laws of Maryland 2023), amending several provisions of the Maryland General Corporation Law (the "MGCL"), the Maryland REIT Law (the "MRL") and...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
The General Assembly of Maryland has enacted House Bill 996/Senate Bill 879 (Chapters 289 and 290 of the Laws of Maryland 2022) and House Bill 999/Senate Bill 431 (Chapters 292 and 293 of the Laws of Maryland 2022),...more