Section 3-701 – Definitions

    (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 […]

Section 3-702 – Voting Rights

    (a)    (1)    Holders of control shares of the corporation acquired in a control share acquisition have no voting rights with respect to the control shares except to the extent approved by the stockholders at a meeting held under § 3–704 of this subtitle by the affirmative vote of two–thirds of all the votes entitled to be cast […]

Section 3-703 – Acquiring Person Statement

    Any person who proposes to make or who has made a control share acquisition may deliver an acquiring person statement to the corporation at the corporation’s principal office. The acquiring person statement shall set forth all of the following:         (1)    The identity of the acquiring person and each other member of any group of which the […]

Section 3-704 – Special Meeting

    (a)    Except as provided in § 3-705 of this subtitle, if the acquiring person requests, at the time of delivery of an acquiring person statement, and gives a written undertaking to pay the corporation’s expenses of a special meeting, except the expenses of opposing approval of the voting rights, within 10 days after the day on […]

Section 3-705 – Calls

    A call of a special meeting of stockholders of the corporation is not required to be made under § 3-704(a) of this subtitle unless, at the time of delivery of an acquiring person statement under § 3-703 of this subtitle, the acquiring person has:         (1)    Entered into a definitive financing agreement or agreements with one or […]

Section 3-706 – Notice of Meeting

    (a)    If a special meeting of stockholders is requested, notice of the special meeting shall be given as promptly as reasonably practicable by the corporation to all stockholders of record as of the record date set for the meeting, whether or not the stockholder is entitled to vote at the meeting.     (b)    Notice of the special or […]

Section 3-707 – Redemption Rights

    (a)    Unless the charter or bylaws provide otherwise, if an acquiring person statement has been delivered on or before the 10th day after the control share acquisition, the corporation may, at its option, redeem any or all control shares, except control shares for which voting rights have been previously approved under § 3-702 of this subtitle, […]

Section 3-708 – Status as Objecting Stockholders

    (a)    Unless the charter or bylaws provide otherwise, before a control share acquisition has occurred, if voting rights for control shares are approved at a meeting held under § 3-704 of this subtitle and the acquiring person is entitled to exercise or direct the exercise of a majority or more of all voting power, all stockholders […]

Section 3-709 – Application

    This subtitle shall only apply to a Maryland corporation.

Section 3-710 – Short Title

    This subtitle may be cited as the Maryland Control Share Acquisition Act.