Section 3-708 - Status as objecting stockholders. - Maryland Statutes

§ 3-708. Status as objecting stockholders.
 

(a)  In general.- 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 of the corporation (other than the acquiring person) have the rights of objecting stockholders as provided in Subtitle 2 of this title. 

(b)  Corporation deemed successor.- For purposes of applying the provisions of Subtitle 2 of this title to stockholders under this section, the corporation shall be deemed to be a successor in a merger and the date of the most recent approval of voting rights referred to in subsection (a) of this section shall be deemed to be the date of filing of articles of merger for record with the Department. 

(c)  Status to be contained in notice.- The notice required by § 3-207 of this title shall also state that stockholders (other than the acquiring person) are entitled to the rights of objecting stockholders under Subtitle 2 of this title and shall include a copy of this section and Subtitle 2 of this title. 

(d)  Application of Subtitle 2.- For purposes of applying the provisions of Subtitle 2 of this title to this section: 

(1) "Fair value" may not be less than the highest price per share paid by the acquiring person in the control share acquisition; and 

(2) §§ 3-202(c) and 3-203(a)(1) and (2) of this title do not apply. 
 

[1989, ch. 51.]