1694

LAWS OF MARYLAND

[Ch. 311

The only other changes are in style.

5-119. MERGER OR CONSOLIDATION.

A MARYLAND PROFESSIONAL CORPORATION MAY CONSOLIDATE
OR MERGE ONLY WITH ANOTHER MARYLAND PROFESSIONAL
CORPORATION PERFORMING THE SAME PROFESSIONAL SERVICE. A
MERGER OR CONSOLIDATION WITH A FOREIGN CORPORATION IS
PROHIBITED.

REVISOR'S NOTE: This section presently appears as
the last sentence of Art. 23, §413.

The first two sentences of Art. 23, §443 are
proposed for repeal since these provisions,
which relate to the applicability of the
general corporation law, are adequately
covered in Title 1 of this article.

The only other changes are in style.

5-120. PROFESSIONAL RELATIONSHIP NOT AFFECTED BY
SUBTITLE; LIABILITY OF CORPORATION FOR NEGLIGENT OR
WRONGFUL ACTS OR MISCONDUCT.

(A)   LIABILITY OF PROFESSIONAL CORPORATION.

A PROFESSIONAL CORPORATION IS LIABLE TO THE EXTENT
OF THE FULL VALUE OF ITS ASSETS FOR ANY NEGLIGENT OR
WRONGFUL ACT OR MISCONDUCT COMMITTED BY ANY OFFICER,
AGENT, OR EMPLOYEE WHILE ENGAGED IN PERFORMING A
PROFESSIONAL SERVICE ON BEHALF OF THE CORPORATION.

(B)     PROFESSIONAL RELATIONSHIP AND LIABILITY
UNCHANGED.

THIS SUBTITLE DOES NOT ALTER ANY LAW OF THE STATE
APPLICABLE TO:

(1)     THE PROFESSIONAL RELATIONSHIP AND
LIABILITIES BETWEEN A PERSON PERFORMING THE PROFESSIONAL
SERVICE AND A PERSON RECEIVING IT; OR

(2)   THE STANDARDS FOR PROFESSIONAL CONDUCT.

REVISOR'S NOTE: This section presently appears as
Art. 23, §435.

In subsection (a) of this section. the word
"assets," which is defined in §1—101 of this
article, is substituted for "property."

In subsection (b) of this section, the word
"alter" is substituted for the words "abolish.