MARVIN MANDEL, Governor

1611

ARTICLES:

(1)    IF THE ARTICLES SO PROVIDE, BY MAJORITY
VOTE OF THE ENTIRE BOARD OF DIRECTORS OF ANY ONE
CORPORATION PARTY TO THE ARTICLES; OR

(2)   UNLESS THE ARTICLES PROVIDE OTHERWISE, BY
MAJORITY VOTE OF THE ENTIRE BOARD OF DIRECTORS OF EACH
MARYLAND CORPORATION PARTY TO THE ARTICLES.

(B)   NOTICE TO DEPARTMENT.

IF THE ARTICLES HAVE BEEN FILED WITH THE DEPARTMENT,
NOTICE OF THE ABANDONMENT SHALL BE GIVEN PROMPTLY TO THE
DEPARTMENT.

(C)   EFFECT OF ABANDONMENT.

(1)   IF THE PROPOSED CONSOLIDATION, MERGER, OR
TRANSFER OF ASSETS IS ABANDONED AS PROVIDED IN THIS
SECTION, NO LEGAL LIABILITY ARISES UNDER THE ARTICLES.

(2)   AN ABANDONMENT DOES NOT PREJUDICE THE
RIGHTS OF ANY PERSON UNDER ANY OTHER CONTRACT MADE BY A
CORPORATION PARTY TO THE PROPOSED ARTICLES IN CONNECTION
WITH THE PROPOSED CONSOLIDATION, MERGER, OR TRANSFER OF
ASSETS.

REVISOR'S NOTE: This section presently appears as
Art. 23, §66 (h).

Subsection (a) (i) of this section has been
broadened to permit a foreign as well as a
Maryland corporation to call off a
consolidation, merger, or transfer, if the
articles so provide. This will avoid possible
privileges and immunities problems, as well as
the right to contract issues, should a foreign
corporation attempt to abandon a transaction
in accordance with a right granted to it by
the articles.

The only other changes are in style.

There are several policy matters which should
be considered with respect to subsection (a)
of this section:

(1) With respect to subsection (a) (1) of this
section, should a non—corporate transferee be
permitted to call off a transfer if permitted
by the articles? Under the present law and
this revision, it appears that the transferee
may not.