1576

LAWS OF MARYLAND

[Ch. 311

DIRECTORS AND [[OFFICERSWHO]] OFFICERS WHO ARE ALSO
LIABLE.

REVISOR'S NOTE: This section is new language which
synthesizes without substantive change Art.
23, § 62(d) and (e) , and the language of
subsections (a)(1) through (a)(4) which
specifies that the liability is joint and
several,

Although present §62 (e) speaks of the
liability of a director being "collectible" by
a corporation's receiver, this section
recognizes that in the event of insolvency
this means the person becomes "liable to the
... receiver," This conforms with present Art.
23, §§ 36 and 37, now contained in Subtitle 3
of this title,

The only other changes are in style,

2-418, INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES
AND AGENTS.

(A) DEFINITIONS.

(1) IN THIS SECTION THE FOLLOWING WORDS HAVE
THE MEANINGS INDICATED,

[[(2) "CORPORATION" INCLUDES ANY CONSTITUENT
CORPORATION ABSORBED IN A CONSOLIDATION OR MERGER WHICH,
IF ITS SEPARATE EXISTENCE HAD CONTINUED, WOULD HAVE HAD
THE POWER TO INDEMNIFY A DEFENDANT.]]

[[(3) "DEFENDANT"]] (2)______"CORPORATE

REPRESENTATIVE" MEANS AN INDIVIDUAL:

(I)    WHO IS A PRESENT OR FORMER DIRECTOR,
OFFICER, AGENT, OR EMPLOYEE OF A MARYLAND CORPORATION OR
WHO SERVES OR SERVED ANOTHER CORPORATION [[OR ENTITY]] ,
PARTNERSHIP, JOINT VENTURE, TRUST, OR OTHER ENTERPRISE IN
ONE OF THESE CAPACITIES AT THE REQUEST OF THE MARYLAND
CORPORATION; AND

(II)    WHO BY REASON OF HIS POSITION WAS, IS,
OR IS THREATENED TO BE MADE A PARTY TO A [[CIVIL,
CRIMINAL, ADMINISTRATIVE, OR INVESTIGATIVE]] PROCEEDING.

(3) "CORPORATION" INCLUDES ANY CONSTITUENT
CORPORATION ABSORBED IN A CONSOLIDATION OR MERGER WHICH,
IF ITS SEPARATE EXISTENCE HAD CONTINUED, WOULD HAVE HAD
THE POWER TO INDEMNIFY A CORPORATE REPRESENTATIVE,

(4) "PROCEEDING" INCLUDES ANY THREATENED,