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Merger and Purchase Agreements Governed by Maryland Law: "Sandbagging"

Merger and purchase agreements involving Maryland corporations and REITs may be governed by Maryland law. For lawyers accustomed to agreements governed by Delaware or New York law, we are frequently asked to describe key...more

2017 Legislative Update

In 2017, the Maryland General Assembly, during its 437th session, adopted stockholder-friendly legislation concerning Maryland corporations and real estate investment trusts, while rejecting or delaying more radical changes...more

Appraisal Rights in Maryland

With the recent focus on appraisal rights in the Delaware Court of Chancery, it was only a matter of time before a Maryland court took up the issue. Although originally authored in April 2016, the Circuit Court for Baltimore...more

Merger and Purchase Agreements Governed by Maryland Law: “Best Efforts"

Merger and purchase agreements involving Maryland corporations and REITs may be governed by Maryland law. For lawyers accustomed to agreements governed by Delaware or New York law, we are frequently asked to describe key...more

Defending Maryland Closed-End Funds

Closed-end funds trading at a discount to net asset value sometimes are the subject of attack by activist stockholders. Activist focus on short-term gains can be at the expense of the long-term strategy preferred by many...more

Maryland Appellate Courts to Hear Important Maryland Corporate Law Appeals

On Friday, October 7, 2016, the Court of Appeals of Maryland and the Maryland Court of Special Appeals will each hold oral argument in appeals with implications for Maryland corporations and their directors. In Oliveira v....more

Business Courts Symposium - University of Maryland Francis King Carey School of Law

On May 26, 2016, the Business Law Section of the Maryland State Bar Association in collaboration with the Litigation Section, the University of Baltimore School of Law, and the University of Maryland Francis King Carey School...more

5/13/2016  /  Business Court , Symposium

Director Duties: 2016 Amendments to the Maryland General Corporation Law and Maryland REIT Law

On April 26, 2016, Governor Hogan signed House Bill 354 (chapter 171), which amends the Maryland General Corporation Law (the “MGCL”) to clarify that a director of a Maryland corporation only has an obligation to comply with...more

Refusal of Stockholder Demand Entitled to Presumption of Business Judgment Rule

In Oliveira v. Sugarman, No. 1980 September Term 2014 (Jan. 28, 2016), the Maryland Court of Special Appeals held that the decision of a board of directors of a Maryland corporation to refuse a stockholder demand is entitled...more

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