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EXTRAORDINARY SESSION
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THE STATE OF MARYLAND
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Executive Department
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PROCLAMATION
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By the Governor of Maryland
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Convening the General Assembly of Maryland
in Extraordinary Session at Annapolis, Maryland
on Tuesday, June 21, 1983
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WHEREAS,
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The General Assembly of Maryland passed. House
Bill 1030 during its 1983 Regular Session for
the purpose of requiring special voting on
certain transactions involving interested
stockholders and making corresponding changes to
the provisions governing the rights of objecting
stockholders;
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WHEREAS,
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House Bill 1030 has the effect of replacing the
Maryland Corporate Take-Over Law which the
United States District Court for the District of
Maryland found to be unconstitutional in the
case of Bendix Corp. V. Martin Marietta Corp.,
547 F. Supp. 522 (D. Md. 1982);
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WHEREAS,
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House Bill 1030 was intended to govern the
internal affairs of companies incorporated under
Maryland law and to protect resident
shareholders from corporate takeovers undertaken
in a manner which is not consistent with the
best interests of the corporation or its
shareholders;
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WHEREAS,
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House Bill 1030 was vetoed on May 31, 1983 after
a public hearing before the Governor held on May
26, 1983, because the bill may have
unintentionally impeded or prevented certain
transactions which are advantageous to
corporations governed by Maryland law, including
mutual funds incorporated in Maryland; and
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