§ 3-108

Maryland § 3-108

• Jurisdiction: Maryland
• Article gca: Corporations and Associations
• Title: 3

Text

(a) A proposed consolidation, merger, or share exchange may be abandoned before the effective date of the articles:

(1) If the articles so provide, by majority vote of the entire board of directors of any one corporation party to the articles, the entire board of trustees of any one business trust party to the articles, or the governing body of any other entity party to the articles; or

(2) Unless the articles provide otherwise, by majority vote of the entire board of directors of each Maryland corporation party to the articles, the entire board of trustees of each Maryland business trust party to the articles, and the governing body of each other Maryland entity party to the articles.

(b) If the articles have been filed with the Department, notice of the abandonment shall be given promptly to the Department by:

(1) If abandoned pursuant to subsection (a)(1) of this section, any one party to the articles; or

(2) If abandoned pursuant to subsection (a)(2) of this section, each party to the articles.

(c) (1) If the proposed consolidation, merger, or share exchange is abandoned as provided in this section, no legal liability arises under the articles.

(2) An abandonment does not prejudice the rights of any person under any other contract made by a corporation party to the proposed articles in connection with the proposed consolidation, merger, or share exchange.