248

LAWS OF MARYLAND

Ch. 33

In this section and throughout this subtitle, the
term "fair value" is substituted for the terms
"fair market value" and "value" and the term
"objecting stockholders" is substituted for
"dissenting stockholders" to conform to the
terminology used in CA Title 3, Subtitle 2.
Neither change is substantive; as to the identity
of meaning of "value" and "fair value" in this
context, see, e.g., Burke v. Fidelity Co., 202
Md. 178, 186 (1953).

The only other changes are in style.

3-719. RIGHT TO FAIR VALUE.

(A)   GENERAL RULE.

THE OWNER OF SHARES OF STOCK THAT WERE VOTED AGAINST A
CONSOLIDATION, MERGER, OR TRANSFER OF ASSETS IS ENTITLED TO
RECEIVE THE FAIR VALUE OF THOSE SHARES, IN CASH, IF THE
TRANSACTION BECOMES EFFECTIVE.

(B)   PROCEDURE BY STOCKHOLDER.

A STOCKHOLDER WHO DESIRES TO RECEIVE PAYMENT OF THE
FAIR VALUE FOR SHARES UNDER THIS SECTION, WITHIN 30 DAYS
AFTER THE TRANSACTION BECOMES EFFECTIVE, SHALL:

(1)   MAKE A WRITTEN DEMAND ON THE SUCCESSOR FOR

PAYMENT; AND

(2)       SURRENDER THE STOCK CERTIFICATES.

REVISOR'S NOTE: This section is new language derived
without substantive change from Art. 11, §
109(5) and the first sentence of Art. 11, §
113(c).

It has been revised to apply not only to a
consolidation or merger but, also, to a "transfer
of assets", as defined in § 3-701 of this
subtitle. See revisor's note to § 3-702 of this
subtitle.

See also revisor's note to § 3-718 of this
subtitle.

3-720. APPRAISAL OF FAIR VALUE.

(A) BASIS OF FAIR VALUE.

THE FAIR VALUE OF THE SHARES OF STOCK SHALL BE
DETERMINED AS OF THE DATE OF THE STOCKHOLDERS' MEETING
APPROVING THE CONSOLIDATION, MERGER, OR TRANSFER OF ASSETS.

(B) APPRAISERS.