§ 2-704

Maryland § 2-704

• Jurisdiction: Maryland
• Article gca: Corporations and Associations
• Title: 2

Text

(a) If ratification of a defective corporate act requires approval by stockholders under § 2–702(b) of this subtitle, the secretary of the corporation shall give notice of the proposed ratification to all stockholders entitled to notice of the meeting in accordance with § 2–504 of this title, stockholders as of the date of the defective corporate act, and holders of putative stock.

(b) (1) If a defective corporate act is ratified by the board of directors in accordance with § 2–702(a) of this subtitle without action by stockholders, and notice is not required under subsection (a) of this section, notice of the ratification may be given to stockholders as of the ratification and as of the date of the defective corporate act and holders of putative stock.

(2) In the case of a corporation with a class of equity securities registered under the Securities Exchange Act of 1934, notice of a ratification that does not require approval of stockholders shall be deemed to be given when the ratification has been publicly disclosed in a document furnished to or filed with the Securities and Exchange Commission.

(c) (1) Except as provided in paragraph (2) of this subsection, notice given to holders of putative stock in accordance with this section shall be given to:

(i) Holders of putative stock as of the date of the defective corporate act;

(ii) Where notice is required under subsection (a) of this section, holders of putative stock as of the record date of the meeting; and

(iii) Where notice is given under subsection (b) of this section, holders of putative stock as of the date on which the board of directors adopted a resolution ratifying the defective corporate act.

(2) Notice is not required to be given to holders of putative stock whose identities or addresses cannot be reasonably determined from the records of the corporation.