Terms Used In Maryland Code, COURTS AND JUDICIAL PROCEEDINGS 5-421

  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • Fiduciary: A trustee, executor, or administrator.
  • including: means includes or including by way of illustration and not by way of limitation. See
  • Person: includes an individual, receiver, trustee, guardian, personal representative, fiduciary, representative of any kind, corporation, partnership, business trust, statutory trust, limited liability company, firm, association, or other nongovernmental entity. See
(a) (1) In this section the following words have the meanings indicated.

(2) “Assignment” has the meaning stated in Title 15, Subtitle 3 of the Estates and Trusts Article.

(3) “Corporation” has the meaning stated in Title 15, Subtitle 3 of the Estates and Trusts Article.

(4) “Fiduciary” has the meaning stated in Title 15, Subtitle 3 of the Estates and Trusts Article.

(5) “Person” has the meaning stated in Title 15, Subtitle 3 of the Estates and Trusts Article.

(6) “Transfer” has the meaning stated in Title 15, Subtitle 3 of the Estates and Trusts Article.

(7) “Transfer agent” has the meaning stated in Title 15, Subtitle 3 of the Estates and Trusts Article.

(b) A person who participates in the acquisition, disposition, assignment, or transfer of a security by or to a fiduciary, including a person who guarantees the signature of the fiduciary, is not liable for participation in any breach of fiduciary duty by reason of failure to inquire whether the transaction involves a breach unless it is shown that the person acted with actual knowledge that the proceeds of the transaction were being or were to be used wrongfully for the individual benefit of the fiduciary or that the transaction was otherwise in breach of duty.

(c) If a corporation or transfer agent makes a transfer under an assignment by a fiduciary, a person who guaranteed the signature of the fiduciary is not liable on the guarantee to any person to whom the corporation or transfer agent, by reason of this section or Title 15, Subtitle 3 of the Estates and Trusts Article, incurs no liability.