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2017 Maryland Code
Corporations and Associations
Title 3 - Corporations in General -- Extraordinary Actions
Subtitle 2 - Rights of Objecting Stockholders
§ 3-213. Rights of successor with respect to stock
Universal Citation: MD Corp & Assn Code § 3-213 (2017)
- (a) General rule. -- A successor which acquires the stock of an objecting stockholder is entitled to any dividends or distributions payable to holders of record of that stock on a record date after the close of business on the day as at which fair value is to be determined under ยง 3-202 of this subtitle.
- (b) Successor in transfer of assets. -- After acquiring the stock of an objecting stockholder, a successor in a transfer of assets may exercise all the rights of an owner of the stock.
- (c) Successor in consolidation, merger, or share exchange. -- Unless the articles provide otherwise, stock in the successor of a consolidation, merger, or share exchange otherwise deliverable in exchange for the stock of an objecting stockholder has the status of authorized but unissued stock of the successor. However, a proceeding for reduction of the capital of the successor is not necessary to retire the stock or to reduce the capital of the successor represented by the stock.
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