Ch. 280
LAWS OF MARYLAND
[2-316.
(a) Any stockholder who receives a dividend which was
declared or paid when the corporation was insolvent or who
receives a dividend the payment of which renders the corporation
insolvent is liable to the corporation, its receiver, or other
person winding up its affairs to the extent that the dividend
received by him exceeded the amount which properly could have
been paid under this article.
(b) Any stockholder whose stock is acquired by the
corporation in a manner not permitted by this subtitle is liable
to the corporation, its receiver, or the person winding up its
affairs to the extent that the consideration paid was in
violation of this subtitle.
(c) Any stockholder who receives any distribution, payment,
or release made contrary to the provisions of this article is
liable to the corporation, its receiver, or other person winding
up its affairs to the extent that the amount distributed, paid,
or released to him exceeded the amount which properly could have
been distributed, paid, or released under this article.]
[3-301.
(a) (1) Subject to the provisions of § 3-302 of this
subtitle, a corporation may distribute a portion of its assets to
its stockholders as a distribution in partial liquidation.
(2) Except to the extent the charter of the
corporation provides otherwise, this section governs the
procedure for a distribution in partial liquidation.
(b) The board of directors of a corporation proposing a
distribution in partial liquidation shall:
(1) Adopt a resolution which:
(i) Declares that the distribution in partial
liquidation is advisable; and
(ii) If the distribution is to be made in
property, states the aggregate value of the property and the
value of the distribution per share; and
(2) Direct that the proposed transaction be submitted
for consideration at either an annual or a special meeting of the
stockholders.
(c) Notice which states that a purpose of the meeting will
be to act on the proposed distribution in partial liquidation
shall be given by the corporation in the manner required by Title
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