Maryland Code, CORPORATIONS AND ASSOCIATIONS 4-401
Terms Used In Maryland Code, CORPORATIONS AND ASSOCIATIONS 4-401
- Bequest: Property gifted by will.
- 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.
- Equitable: Pertaining to civil suits in "equity" rather than in "law." In English legal history, the courts of "law" could order the payment of damages and could afford no other remedy. See damages. A separate court of "equity" could order someone to do something or to cease to do something. See, e.g., injunction. In American jurisprudence, the federal courts have both legal and equitable power, but the distinction is still an important one. For example, a trial by jury is normally available in "law" cases but not in "equity" cases. Source: U.S. Courts
- including: means includes or including by way of illustration and not by way of limitation. See
- Injunction: An order of the court prohibiting (or compelling) the performance of a specific act to prevent irreparable damage or injury.
- 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
(1) The management of the business and affairs of the corporation;
(2) Restrictions on the transfer of stock;
(3) The right of one or more stockholders to dissolve the corporation at will or on the occurrence of a specified event or contingency;
(4) The exercise or division of voting power;
(5) The terms and conditions of employment of an officer or employee of the corporation, without regard to the period of his employment;
(6) The individuals who are to be directors and officers of the corporation; and
(7) The payment of dividends or the division of profits.
(b) A unanimous stockholders’ agreement may be amended, but only by the unanimous written consent of the stockholders then parties to the agreement.
(c) A stockholder who acquires his stock after a unanimous stockholders’ agreement becomes effective is considered to have actually assented to the agreement and is a party to it:
(1) Whether or not he has actual knowledge of the existence of the agreement at the time he acquires the stock, if acquired by gift or bequest from a person who was a party to the agreement; and
(2) If he has actual knowledge of the existence of the agreement at the time he acquires the stock, if acquired in any other manner.
(d) (1) A court of equity may enforce a unanimous stockholders’ agreement by injunction or by any other relief which the court in its discretion determines to be fair and appropriate in the circumstances.
(2) As an alternative to the granting of an injunction or other equitable relief, on motion of a party to the proceeding, the court may order dissolution of the corporation under the provisions of Subtitle 6 of this title.
(e) This section does not affect any otherwise valid agreement among stockholders of a close corporation or of any other corporation.