Maryland Code, Corporations and Associations 12-602
Maryland Code > Corporations and Associations > § 12-602
Current as of: 2010
(a) Unless otherwise provided in the governing instrument of a business trust, a merger or consolidation shall be approved by each business trust which is to merge or consolidate by the affirmative vote of two-thirds of the trustees and two-thirds of the outstanding beneficial interests of such business trust entitled to vote.
(b) A merger need be approved by a business trust successor only by a majority of its entire board of trustees if:
(1) The merger does not reclassify or change its outstanding shares or otherwise amend its governing instrument; and
(2) The number of shares to be issued or delivered in the merger is not more than 20 percent of the number of its shares of the same class or series outstanding immediately before the merger becomes effective.
(c) The merger or consolidation shall be approved by any other business entity party to the merger or consolidation in the manner required by the charter, declaration of trust, partnership agreement, or other organization document of the entity and the laws of the jurisdiction where the entity is organized.
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