Section 12-610 - Consummation of merger or consolidation. - Maryland Statutes

§ 12-610. Consummation of merger or consolidation.
 

(a)  Effects.- Consummation of a merger or consolidation has the effects provided in this section. 

(b)  Cessation of separate existence.- The separate existence of each statutory trust, other business entity or foreign business entity party to the articles of merger or consolidation, except the successor, ceases. 

(c)  Cessation of beneficial interests.- The beneficial interests of each statutory trust party to the articles of merger or consolidation which are to be converted or exchanged under the terms of the articles of merger or consolidation cease to exist, subject to the rights of an objecting beneficial owner under the governing instrument or agreement of merger or consolidation. 

(d)  Purposes and powers of successors.- In addition to any other purposes and powers set forth in the articles of merger or consolidation, if the articles of merger or consolidation provide, the successor has the purposes and powers of each party to the articles of merger or consolidation. 

(e)  Assets devolve on successor.-  

(1) The assets of each party to the articles of merger or consolidation, including any legacies which it would have been capable of taking, transfer to, vest in, and devolve on the successor without further act or deed. 

(2) Confirmatory deeds, assignments, or similar instruments to evidence the transfer may be executed and delivered at any time in the name of the transferring party to the articles of merger or consolidation by its last acting officers or trustees or by the appropriate officers or trustees of the successor. 

(f)  Liabilities.-  

(1) (i) The successor is liable for all the debts and obligations of each nonsurviving party to the articles of merger or consolidation. 

(ii) An existing claim, action, or proceeding pending by or against any nonsurviving party to the articles of merger or consolidation may be prosecuted to judgment as if the merger or consolidation had not taken place, or, on motion of the successor or any party, the successor may be substituted as a party and the judgment against the nonsurviving party to the articles of merger or consolidation constitutes a lien on the property of the successor. 

(2) A merger or consolidation does not impair the rights of creditors or any liens on the property of any statutory trust, other business entity, or foreign business entity party to the articles of merger or consolidation. 
 

[1999, ch. 452; 2010, ch. 611, § 1.]