HARRY HUGHES, Governor

1293

Article - Corporations and Associations

Section 3-105(a)

Annotated Code of Maryland

(1975 Volume and 1978 Supplement)

SECTION 1. BE IT ENACTED BY THE GENERAL ASSEMBLY OF
MARYLAND, That section(s) of the Annotated Code of Maryland
be repealed, amended, or enacted to read as follows:

Article — Corporations and Associations

3-105.

(a) A consolidation, merger, share exchange, or
transfer of assets shall be approved in the manner provided
by this section, except that:

(1)   A merger of a 90 percent or more owned
subsidiary into its parent need be approved only in
accordance with the provisions of § 3—106 of this subtitle;

(2)   A share exchange need be approved by a
Maryland successor only by its board of directors and by any
other action required by its charter;

(3)   A transfer of assets need be approved by a
Maryland transferee corporation only by its board of
directors and by any other action required by its charter;

(4)   A foreign corporation party to the
transaction shall have the transaction advised, authorized,
and approved in the manner and by the vote required by its
charter and the laws of the place where it is organized;

(5)   A merger need be approved by a Maryland
successor corporation only by a majority of its entire board
of directors if:

(i) The merger does not reclassify or
change its outstanding stock or otherwise amend its charter;
[and]

(ii) The AND THE number of its shares of

stock to be issued or delivered in the merger is not more
than 15 percent of the number of its shares of the same
class or series outstanding immediately before the merger
becomes effective; and OR

(III)II) THERE IS NO STOCK OUTSTANDING OR
SUBSCRIBED FOR AND ENTITLED TO BE VOTED ON THE MERGER.

(6)   A business trust party to a merger shall
have the merger advised, authorized, and approved in the
manner and by the vote required by its declaration of trust
and the laws of the place where it is organized.