CORPORATIONS 795

thereon) registered a protest, against the agreement submitted may, within
twenty days after such meeting (but not afterwards), make upon the
corporation a written demand for payment for his stock, and shall be en-
titled to receive an amount equal to the fair value thereof on the date of
such sale, lease, exchange or transfer unaffected by such sale, lease, ex-
change or transfer, with interest from said date. If the dissenting stock-
holder and the corporation shall fail to agree upon the fair value of said
stock, the stockholder may, within thirty days after such written demand,
apply to any court of equity having jurisdiction over the corporation, on
reasonable notice to be furnished by said court to the corporation, for the
appointment of three disinterested commissioners to appraise the fair
value of his stock, and thereupon such proceedings shall be had as are pro-
vided by Section 37 of this Article. The proceeding by a dissenting stock-
holder hereunder shall not prevent or delay the execution and performance
of any agreement approved as aforesaid; but in the case of every such
sale, lease, exchange or transfer, the vendee, lessee or grantee shall take
the property of the corporation subject to its debts and liabilities, includ-
ing the claim of every such dissenting stockholder if such dissenting stock-
holder shall have notified the vendee, lessee or grantee in writing of such
claim within twenty days after the sale, lease, exchange or transfer. In
case the award of the commissioners is not paid within thirty days after
confirmation thereof by the court, or in case of an appeal within thirty
days after confirmation thereof by the Court of Appeals, the amount of
the award shall be a decree against the corporation and such decree shall
have priority over any encumbrance placed by the vendee, lessee or grantee
upon the property so bought, leased, exchanged or transferred and may
be collected as other decrees in said court are by law collectible. The right
granted to a dissenting stockholder hereunder to receive payment for his
stock shall cease if, at any time prior to the confirmation of the award
by the lower court, or in the case of an appeal prior to the confirmation
of the award by the Court of Appeals, the agreement of sale, lease, ex-
change or transfer shall be rescinded by appropriate action so that the stock
of the dissenting stockholder remains unaffected thereby.

(c) The provisions of this Section and of the four preceding Sections
shall not impair or affect in any way any restrictions, limitations or other
provisions, contained in any ordinance granting or conferring any fran-
chise heretofore passed by any municipal corporation of this State, pro-
hibiting, limiting or restricting the transfer or assignment of such fran-
chise.¹

Bill containing no allegation that trade secrets of corporation had been divulged, and
as such secrets under allegations of bill are assets of such corporation, fraud on minority
stockholders not made out. Allegations merely showing controversy over value in an
intra vires corporate matter, not sufficient, notwithstanding unity of control and pur-
pose of directors and stockholders of buying and selling corporations. Real complaint
that price of stock inadequate. Rights of dissenting stockholders under this section
and sec. 37. See notes to sec. 84. Homer v. Crown Cork & Seal Co., 155 Md. 78.

See notes to secs. 9 and 33.

1927, ch. 581, sec. 36J.

39. If any sale, lease, exchange or transfer of the property and assets
of a corporation as an entirety or substantially as an entirety shall be
made pursuant to authority conferred by an amendment to its charter, in
the absence of a reservation in such charter of the right to make such

¹ See footnote to sec. 23.