1636

LAWS OF MARYLAND

[Ch. 311

A further ambiguity exists as to the
priorities between stock entitled to
preferential treatment under items (3) and (4)
of this section in a situation where the
charter does not specify the priorities.

In item (4) of this section, present language
requiring the distribution to be consistent
with the subtitle is deleted as unnecessary in
light of §3-301.

3-303. REORGANIZATION BY ORDER OF COURT.

(A) RATIFICATION BY STOCKHOLDERS OR DIRECTORS NOT
REQUIRED.

IF THE FINAL ORDER OF A COURT MAKES A PLAN OF
REORGANIZATION BINDING ON THE STOCKHOLDERS OF A
CORPORATION, THE BOARD OF DIRECTORS, TRUSTEE, OR
RECEIVER, AS THE CASE MAY BE, MAY TAKE ANY ACTION
NECESSARY TO CARRY OUT THE PLAN WITHOUT ANY OTHER
CORPORATE APPROVAL,

(B) CONTENTS OF CHARTER DOCUMENT.

IF A CHARTER DOCUMENT IS REQUIRED TO BE FILED WITH
THE DEPARTMENT TO CARRY OUT A TRANSACTION UNDER
SUBSECTION (A) OF THIS SECTION, IT SHALL STATE:

(1)    THAT THE TRANSACTION HAS CARRIED OUT
UNDER A PLAN OF REORGANIZATION PURSUANT TO A FINAL ORDER
OF A COURT HAVING JURISDICTION;

(2)   THE NAME OF THE COURT AND THE CAPTION AND
DOCKET NUMBER OF THE PROCEEDINGS; AND

(3)    THAT THE TRANSACTION HAS APPROVED BY THE
BOARD OF DIRECTORS, TRUSTEE, OR RECEIVER, AS THE CASE MAY

BE.

(C) EXECUTION OF DOCUMENT.

IF THE ACTION IS TAKEN BY A TRUSTEE OR RECEIVER,      HE

MAY SIGN AND ACKNOWLEDGE THE CHARTER DOCUMENT FOR   THE

CORPORATION, AND NO OTHER EXECUTION, ACKNOWLEDGMENT,     OR
AFFIDAVIT ON BEHALF OF THE CORPORATION IS REQUIRED.

REVISOR'S NOTE: This section presently appears as
Art. 23, § 75.

For purposes of simplicity, the word "order"
is substituted for "order or decree" when
referring to an action taken by a court.