1612

LAWS OF MARYLAND

[Ch. 311

(2) With respect to subsection (a)(2) of this
section, in the case of a consolidation,
merger, or transfer between a Maryland and a
foreign corporation, should the Maryland
corporation be permitted to abandon the
transaction over the objection of the foreign
corporation, absent a provision in the
articles? Under the present law and this
revision, it appears that the corporation may
do so.

Since changing this subsection would involve
more than a mere question of freedom of
contract, the Commission has not proposed a
change, but calls these matters to the
attention of the General Assembly for its
consideration.

3-109. CONTENTS OF ARTICLES OF CONSOLIDATION, MERGER, OR
TRANSFER.

(A) ALL ARTICLES.

ARTICLES OF CONSOLIDATION, MERGER, OR TRANSFER SHALL
CONTAIN THE TERMS AND CONDITIONS OF THE TRANSACTION AND
THE MANNER OF CARRYING IT INTO EFFECT, INCLUDING:

(1) A STATEMENT THAT:

(1)   EACH CORPORATION PARTY TO THE ARTICLES
AGREES TO MERGE OR TO CONSOLIDATE TO FORM A NEW
CORPORATION, AS THE CASE MAY BE; OR

(II) THE TRANSFEROR AGREES TO SELL, LEASE,
EXCHANGE, OR TRANSFER ALL OR SUBSTANTIALLY ALL OF ITS
PROPERTY AND ASSETS;

(2) (I) THE NAME AND PLACE OF INCORPORATION OF
THE SUCCESSOR IN A CONSOLIDATION OR MERGER; OR

(II) THE NAME, ADDRESS, AND PRINCIPAL PLACE
OF BUSINESS OF THE TRANSFEREE IN A TRANSFER OF ASSETS;

(3)    THE NAME AND PLACE OF INCORPORATION OF
EACH CORPORATION PARTY TO THE ARTICLES AND, AS TO EACH
FOREIGN CORPORATION:

(I)   THE DATE OF INCORPORATION;

(II)   A STATEMENT WHETHER IT IS INCORPORATED
UNDER GENERAL LAW OR BY SPECIAL ACT AND, IF INCORPORATED
BY SPECIAL ACT, THE CHAPTER NUMBER AND YEAR OF PASSAGE;
AND