Ch. 52

LAWS OF MARYLAND

BUSINESS COMBINATION HAVE BEEN AN INTERESTED STOCKHOLDER EXCEPT
BY INADVERTENCE.

(2) For purposes of paragraph (l)(ii) of this
subsection, all stockholders of a corporation that have executed
an agreement to which the corporation is an executing party
governing the purchase and sale of stock of the corporation or a
voting trust agreement governing stock of the corporation shall
be considered a single beneficial owner of the stock covered by
the agreement.

(f) A business combination of a corporation that has a
charter provision permitted by § 2-104(b)(5) of this article is
subject to the voting requirements of § 3-602 of this subtitle
unless one of the requirements or exemptions of subsections (b),
(c), (d), or (e) of this section have been met.

3-604.

THIS SUBTITLE SHALL ONLY APPLY TO A MARYLAND CORPORATION.

SECTION 2. AND BE IT FURTHER ENACTED, That the changes made
to Title 3, Subtitle 6 of the Corporations and Associations
Article by this Act shall apply to business combinations with an
interested stockholder (or any affiliate of the interested
stockholder) if the most recent date the interested stockholder
became an interested stockholder is on or after January 11, 1989.

SECTION 3. AND BE IT FURTHER ENACTED, That if any provision
of this Act or the application thereof to any person or
circumstance is held invalid for any reason in a court of
competent jurisdiction, the invalidity does not affect other
provisions or any other application of this Act which can be
given effect without the invalid provision or application, and
for this purpose the provisions of the Act are declared
severable.

SECTION 3. SECTION 4. AND BE IT FURTHER ENACTED, That this
Act is an emergency measure, is necessary for the immediate
preservation of the public health and safety, has been passed by
a yea and nay vote supported by three-fifths of all the members
elected to each of the two Houses of the General Assembly, and
shall take effect from the date it is enacted.

Approved April 11, 1989.

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