WILLIAM DONALD SCHAEFER, Governor

Ch. 51

Article - Corporations and Associations

Section 3-701 through 3-709, inclusive, to be under the new
subtitle "Subtitle 7. Voting Rights of Certain
Control Shares"
Annotated Code of Maryland
(1985 Replacement Volume and 1988 Supplement)

SECTION 1. BE IT ENACTED BY THE GENERAL ASSEMBLY OF
MARYLAND, That the Laws of Maryland read as follows:

Article - Corporations and Associations

SUBTITLE 7. VOTING RIGHTS OF CERTAIN CONTROL SHARES

3-701.

(A)  IN THIS SUBTITLE, THE FOLLOWING WORDS HAVE THE MEANINGS
INDICATED.

(B)  "ACQUIRING PERSON" MEANS A PERSON WHO MAKES OR PROPOSES
TO MAKE A CONTROL SHARE ACQUISITION.

(C)   "ASSOCIATE", WHEN USED TO INDICATE A RELATIONSHIP WITH
ANY PERSON, MEANS:

(1)  AN "ASSOCIATE" AS DEFINED IN § 3-601(C) OF THIS
TITLE; OR

(2)  A PERSON THAT:

(I)  DIRECTLY OR INDIRECTLY CONTROLS, OR IS
CONTROLLED BY, OR IS UNDER COMMON CONTROL WITH, THE PERSON
SPECIFIED; OR

(II)  IS ACTING OR INTENDS TO ACT JOINTLY OR IN
CONCERT WITH THE PERSON SPECIFIED.

(D)  (1) "CONTROL SHARES" MEANS SHARES OF STOCK THAT, EXCEPT
FOR THIS SUBTITLE, WOULD, IF AGGREGATED WITH ALL OTHER SHARES OF
STOCK OF THE CORPORATION (INCLUDING SHARES THE ACQUISITION OF
WHICH IS EXCLUDED FROM "CONTROL SHARE ACQUISITION" IN SUBSECTION
(E)(2) OF THIS SECTION) OWNED BY A PERSON OR IN RESPECT OF WHICH
THAT PERSON IS ENTITLED TO EXERCISE OR DIRECT THE EXERCISE OF
VOTING POWER, EXCEPT SOLELY BY VIRTUE OF A REVOCABLE PROXY,
ENTITLE THAT PERSON, DIRECTLY OR INDIRECTLY, TO EXERCISE OR
DIRECT THE EXERCISE OF THE VOTING POWER OF SHARES OF STOCK OF THE
CORPORATION IN THE ELECTION OF DIRECTORS WITHIN ANY OF THE
FOLLOWING RANGES OF VOTING POWER:

(I) ONE-FIFTH OR MORE, BUT LESS THAN ONE-THIRD
OF ALL VOTING POWER;

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