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Ch. 346
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1142
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LAWS OF MARYLAND
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(1) The common directorship or interest;
(2) The presence of the director at the meeting of
the board or a committee of the board which authorizes, approves,
or ratifies the contract or transaction; or
(3) The counting of the vote of the director for the
authorization, approval, or ratification of the contract or
transaction.
(b) Subsection (a) of this section applies if:
(1) The fact of the common directorship or interest
is disclosed or known to:
(i) The board of directors or the committee,
and the board or committee authorizes, approves, or ratifies the
contract or transaction by the affirmative vote of a majority of
disinterested directors, even if the disinterested directors
constitute less than a quorum; or
(ii) The stockholders entitled to vote, and the
contract or transaction is authorized, approved, or ratified by a
majority of the votes cast by the stockholders entitled to vote
other than the votes of shares owned of record or beneficially by
the interested director or corporation, firm, or other entity; or
(2) The contract or transaction is fair and
reasonable to the corporation.
(c) Common or interested directors or the stock owned by
them or by an interested corporation, firm, or other entity may
be counted in determining the presence of a quorum at a meeting
of the board of directors or a committee of the board or at a
meeting of the stockholders, as the case may be, at which the
contract or transaction is authorized, approved, or ratified.
(d) (1) If a contract or transaction is not authorized,
approved, or ratified in one of the ways provided for in
subsection (b) (1) of this section, the person asserting the
validity of the contract or transaction bears the burden of
proving that the contract or transaction was fair and reasonable
to the corporation at the time it was authorized, approved, or
ratified.
(2) This subsection does not apply to the fixing by
the board of directors of reasonable compensation for a director,
whether as a director or in any other capacity.
(E) ANY PROCEDURES AUTHORIZED BY § 2-418 OF THIS SUBTITLE
SHALL BE DEEMED TO SATISFY SUBSECTION (B)(1) OF THIS SECTION.
ANY CHARTER, BYLAW, CONTRACT, OR TRANSACTION REQUIRING OR
PERMITTING INDEMNIFICATION, INCLUDING ADVANCES OF EXPENSES, IN
ACCORDANCE WITH § 2-418 OF THIS SUBTITLE IS FAIR AND REASONABLE
TO THE CORPORATION.
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