Store 3 MONTH ONLINE ACCESS / NEW RELEASES / Legal Maryland Corporation Law, Second Edition
New Edition
Maryland Corporation Law, Second Edition by James J. Hanks, Jr. Maryland Corporation Law, Second Edition by James J. Hanks, Jr.

Maryland Corporation Law, Second Edition

Select Format
Internet price is for a three-month subscription.
Looseleaf
Internet
Available on Cheetah! Learn More

Looseleaf

Available: Ships in 3-5 Business Days
Price
Qty.
This product is available for the standing order program.
Add to Cart
For general delivery times, please see our Shipping Policy

Internet

Price
Includes 3-month access for one license. Need a demo or annual access? Contact Sales
Add to Cart
Please note, once you complete your purchase, Cheetah registration instructions and login credentials to access your 3-month online subscription will be emailed to you within one business day.
Overview

Maryland Corporation Law is the only current treatise covering all aspects of Maryland corporation law and practice, providing authoritative guidance to the statutes, legislative history and relevant cases, and is frequently cited by judges and lawyers as the authoritative source in the field. More New York Stock Exchange-listed companies are formed under Maryland law than any other state except Delaware.

This authoritative volume gives subscribers a thorough background to the Maryland General Corporation Law (the "MGCL"), including:
formation of a corporation; the conduct of a corporation's internal affairs; liability and protection of directors and officers; voting and other rights of stockholders; mergers; charter amendments; and dissolution of a corporation.

Maryland Corporation Law also discusses derivative actions, corporate opportunity, successor liability and takeover defenses. In addition, there is a separate chapter devoted exclusively to Maryland real estate investment trusts. Maryland Corporation Law also provides the complete, up-to-date text of the MGCL and related statutes, and includes a forms section, prepared by the author, containing many Maryland-specific forms.

Among the analysis and discussion of many other changes to laws affecting Maryland corporations and real estate investment trusts, the Second Edition of Maryland Corporation Law includes these latest developments:

  • Legislation enacted by the General Assembly of Maryland affecting the MGCL (see Maryland Corporation Law Update 2020) 10086770-7777
  • Recent cases decided by the Court of Special Appeals of Maryland (see Maryland Corporation Law Update 2020)

Note: Online subscriptions are for three-month periods.

Pages 1286
Last Updated 11/13/2020
Update Frequency Annually
Product Line Wolters Kluwer Legal & Regulatory U.S.
ISBN 9781543832013
SKU 10086770-7777
Publish Frequency Annually
Product Line Wolters Kluwer Legal & Regulatory U.S.
SKU 000000000010071668
Table of Contents

Chapter 1 HISTORY OF MARYLAND CORPORATION STATUTES

§ 1.01    Colonial Times
§ 1.02    Independence
§ 1.03    Act of 1868—“A New Order”
§ 1.04 Act of 1908—“The First Taste of Liberty” § 1.05 Modern Times

Chapter 2 DEFINITIONS AND CONSTRUCTION

§ 2.01    Definitions
§ 2.02    Construction
§ 2.03    Short Title
§ 2.04    Maryland Business and Technology Case Management Program

Chapter 3 FORMATION AND POWERS

§ 3.01    Manner of Formation
§ 3.02    De Facto Corporation
§ 3.03    Corporation by Estoppel
§ 3.04    Purpose
§ 3.05    Powers
§ 3.06 Articles of Incorporation
§ 3.07 Construction of Charter
§ 3.08 Corporate Name
§ 3.09 Reserved Name
§ 3.10 Resident Agent and Principal Office
§ 3.11 Organization Meeting of Directors
§ 3.12   Bylaws
§ 3.13 Books and Records

Chapter 4 STOCK AND OTHER SECURITIES

§ 4.01 Power and Authorization to Issue
§ 4.02 Subscriptions
§ 4.03 Price and Consideration
§ 4.04 Other Requirements
§ 4.05 Preemptive Rights
§ 4.06   Payment
§ 4.07 Classification/Reclassification of Unissued Stock—“Blank
Check” Stock
§ 4.08 Stockholder Rights Plans
§ 4.09 Change in Authorized Stock by Investment Companies
§ 4.10 Stock Ledger
§ 4.11 Stock Certificates
§ 4.12 Fractional Shares
§ 4.13 Transfer of Stock
§ 4.14 Rights of Creditors
§ 4.15 Rights of Holders of Preferred Stock
§ 4.16 Liability of Subscribers and Stockholders
§ 4.17 Abandoned Stock
§ 4.18 Piercing the Corporate Veil—“A Herculean Task”
§ 4.19 Unity of Interest § 4.20 Criminal Acts

Chapter 5 CAPITAL ACCOUNTS AND DISTRIBUTIONS

§ 5.01 Capital Accounts
§ 5.02 Books of Capital Accounts
§ 5.03    Application of Capital Surplus
§ 5.04    Capital Expenses
§ 5.05    Reduction of Stated Capital
§ 5.06    Current Significance of Capital Accounts
§ 5.07    Distributions
§ 5.08    Definition of “Distribution”
§ 5.09    Authorization of Distributions
§ 5.10    Right to Dividends
§ 5.11    Types of Distributions
§ 5.12    Payment of Distributions
§ 5.13    Stock Dividends and Stock Splits
§ 5.14    Acquisition of Own Shares
§ 5.15    Restrictions on Distributions
§ 5.16    Measuring Time for Distributions
§ 5.17    Unlawful Distributions
§ 5.18    Annual Statement of Affairs

Chapter 6 DIRECTORS AND OFFICERS

§ 6.01    Functions of Directors
§ 6.02    Number of Directors
§ 6.03    Qualifications of Directors
§ 6.04    Election, Tenure and Classification
§ 6.05    Holdover Directors
§ 6.06    Standard of Conduct for Directors
§ 6.07    Directors’ Duties in Takeovers
§ 6.08    Reliance by Directors on Others
§ 6.09    Business Judgment Rule
§ 6.10    Limitation of Liability
§ 6.11    Removal of Director
§ 6.12    Filling Vacancies
§ 6.13    Action by Directors at a Meeting
§ 6.14    Quorum
§ 6.15    Action by Directors Without a Meeting
§ 6.16    Meetings of Directors
§ 6.17   Minutes
§ 6.18 Committees
§ 6.19 Officers—Positions
§ 6.20 Election and Tenure of Officers
§ 6.21 Powers and Duties of Officers
§ 6.22 Financial Assistance to Officers and Employees
§ 6.23 Indemnification
§ 6.24   Directors’ Conflicts of Interest § 6.25    Corporate Opportunity

Chapter 7 STOCKHOLDERS

§ 7.01 Powers and Duties Generally
§ 7.02 Annual Meeting
§ 7.03 Special Meeting
§ 7.04 Place of Meeting
§ 7.05 Notice of Meeting
§ 7.06   Conduct of Meeting § 7.07        Quorum
§ 7.08 Action at a Meeting
§ 7.09 Inspectors of Election
§ 7.10 Voting Rights
§ 7.11   Proxies
§ 7.12 Voting by Certain Holders
§ 7.13 Voting of Stock Held by a Corporation
§ 7.14 Action Without a Meeting
§ 7.15 Voting Trusts
§ 7.16 Voting Agreements
§ 7.17 Record Date and Closing of Transfer Books
§ 7.18 Adjournment and Postponement
§ 7.19 Inspection Rights
§ 7.20 Certification of Beneficial Ownership
§ 7.21   Rights and Duties of Controlling Stockholders § 7.22     Derivative Suits

Chapter 8 AMENDMENT AND RESTATEMENT OF CHARTER

§ 8.01 General Rule and Exception
§ 8.02 Power to Amend
§ 8.03    Procedure for Amendment
§ 8.04    Articles of Amendment
§ 8.05    Restatement
§ 8.06    Amendment and Restatement
§ 8.07    Execution, Filing and Effective Time of Articles
§ 8.08    Effect
§ 8.09    Abandonment

Chapter 9 CONSOLIDATION, MERGER, TRANSFER OF ASSETS, SHARE EXCHANGE AND CONVERSION

§ 9.01    Definitions
§ 9.02     Power to Merge, Consolidate, Transfer Assets or Engage in Share Exchange
§ 9.03    Consideration
§ 9.04    Procedure
§ 9.05    Merger of 90% Subsidiary
§ 9.06    Squeeze-Out Merger of a Registered Public Company
§ 9.07    Formation of a Holding Company by Merger
§ 9.08    Articles
§ 9.09    Effective Time
§ 9.10    Effects of Merger or Consolidation
§ 9.11    Effects of Transfer of Assets
§ 9.12    “Successor Liability” in Transfer of Assets.
§ 9.13    Effects of Share Exchange
§ 9.14     Merger and Consolidation with a Foreign Corporation
§ 9.15    Abandonment
§ 9.16   Action by SDAT § 9.17 Conversion

Chapter 10 RIGHTS OF OBJECTING STOCKHOLDERS (APPRAISAL RIGHTS)

§ 10.01 Generally
§ 10.02 Right to “Fair Value”
§ 10.03 Procedure
§ 10.04 Effect of Demand
§ 10.05 Notice and Offer to Stockholders
§ 10.06 Appraisal Proceeding
§ 10.07 Rights of Successor with Respect to Acquired Stock § 10.08 Exclusivity of Appraisal Rights as a Remedy

Chapter 11 DISSOLUTION

§ 11.01 Generally
§ 11.02 Voluntary Dissolution—Procedure
§ 11.03 Voluntary Dissolution—Articles of Dissolution
§ 11.04 Voluntary Dissolution—Powers and Duties of Directors
§ 11.05 Voluntary Dissolution—Appointment of Receiver
§ 11.06 Voluntary Dissolution—Distributions to Stockholders
§ 11.07 Involuntary Dissolution—Grounds
§ 11.08 Involuntary Dissolution—Appointment of Receiver
§ 11.09 Involuntary Dissolution—Certification and Notice
§ 11.10 Receivers
§ 11.11 Continuing Liability of Stockholders, Directors and Officers § 11.12 Defenses of Corporation

Chapter 12 EXTENSION, FORFEITURE AND REVIVAL OF CHARTER

§ 12.01 Reinstatement and Extension
§ 12.02 Forfeiture of Charter—Non-Judicial
§ 12.03 Revival
§ 12.04 Effect of Extension or Revival
§ 12.05 Forfeiture of Charter—Judicial
§ 12.06 Doing Business After Forfeiture
§ 12.07 Forfeiture—General
§ 12.08 Forfeiture—Appointment of Receiver
§ 12.09 Forfeiture—Distributions to Stockholders

Chapter 13 BUSINESS COMBINATIONS WITH AN INTERESTED STOCKHOLDER

§ 13.01 Background
§ 13.02 Applicability
§ 13.03 Fair Price Exception
§ 13.04 Board Opt-Out Exception
§ 13.05 Status Exception
§ 13.06 Charter Opt-Out Exception
§ 13.07 Other Exceptions § 13.08 Constitutionality

Chapter 14 CONTROL SHARE ACQUISITIONS

§ 14.01 Background
§ 14.02 Applicability
§ 14.03 Stockholder Approval of Voting Rights for “Control Shares”
§ 14.04 Charter/Bylaw Opt-Out Exception
§ 14.05 Other Exceptions
§ 14.06 Acquiring Person Statement
§ 14.07 Special Meeting of Stockholders
§ 14.08 Financing Exception
§ 14.09 Notice
§ 14.10 Redemption (“Call” by Corporation)
§ 14.11 “Put” by Objecting Stockholders
§ 14.12 Severability
§ 14.13 Effective Date
§ 14.14 Constitutionality

Chapter 15 UNSOLICITED TAKEOVERS—OPT-IN PROVISIONS

§ 15.01 Background
§ 15.02 Scope and Applicability
§ 15.03 Application to Real Estate Investment Trusts
§ 15.04 Board Classification
§ 15.05 Director Removal, Number and Vacancies
§ 15.06 Calling of Special Meetings of Stockholders

Chapter 16 MISCELLANEOUS PROVISIONS

§ 16.01 Execution, Acknowledgment and Verification of Articles
§ 16.02 Alternative to Acknowledgment and Verification
§ 16.03 Acknowledgment of Documents by a Corporation
§ 16.04 Seal
§ 16.05 Filing and Recordation of Charter and Other Documents
§ 16.06 Certificate of Correction
§ 16.07 Certificate of Notice
§ 16.08 Service of Process, Notice and Representation
§ 16.09 Financial Accounts Presumed Proper
§ 16.10 Presumption of Regularity
§ 16.11 Ultra Vires and Illegal Acts
§ 16.12 Improper Use of Corporate Indication
§ 16.13 Personal Property Return (Annual Report)
§ 16.14 Trade Names and Corporate Names
§ 16.15 Organized Crime
§ 16.16 Currency Transactions
§ 16.17 Preclearance

Chapter 17 FOREIGN CORPORATIONS

§ 17.01 Overview
§ 17.02 When Must a Foreign Corporation Register or Qualify to Transact Business?
§ 17.03 Registration and Qualification
§ 17.04 Termination of Registration or Qualification
§ 17.05 Penalties for Failure to Register or to Qualify

Chapter 18 REAL ESTATE INVESTMENT TRUSTS

§ 18.01 Background
§ 18.02 Choice of Entity
§ 18.03 Definitions
§ 18.04 Construction
§ 18.05 Short Title
§ 18.06 Formation and Qualification
§ 18.07 Declaration of Trust
§ 18.08 Liabilities of the Trust and Shareholders
§ 18.09 Voting Trusts
§ 18.10 Shareholder Rights Plans
§ 18.11 Share Certificates
§ 18.12 Taxation
§ 18.13 Powers
§ 18.14 Restrictions on Assets
§ 18.15 Annual Report of Affairs
§ 18.16 Inspection of Records
§ 18.17 Fees
§ 18.18 Trustees and Officers
§ 18.19 Distributions
§ 18.20 Amendment or Restatement of Declaration of Trust
§ 18.21 Merger
§ 18.22 Termination of Existence § 18.23 Certificate of Notice

Chapter 19 STATUTORY TRUSTS

§ 19.01 Generally
§ 19.02 Definition
§ 19.03 Formation and Termination
§ 19.04 Ownership and Liability of Beneficial Owners
§ 19.05 Powers and Liabilities of Trustees
§ 19.06 Meetings of Beneficial Owners and Trustees
§ 19.07 Legal Proceedings
§ 19.08 Merger and Consolidation
§ 19.09 Forfeiture and Reinstatement
§ 19.10 Foreign Statutory Trusts
§ 19.11 Comparison to the Delaware Statutory Trust Act

Statutes Forms Table of Cases Index

About The Experts
Volumes