2018 Legislative Update


During its 438th session, the Maryland General Assembly passed four bills that affect the Maryland General Corporation Law (the “MGCL”), all of which were supported by the Business Law Section of the Maryland State Bar Association.
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Delaware Law Amended to Allow Limited Liability Companies to Divide Assets and Liabilities


The state of Delaware recently enacted an amendment to the Delaware Limited Liability Company Act (the “Act”), effective August 1, 2018, which allows a limited liability company to divide into two or more limited liability companies, with the assets, liabilities and duties allocated among those companies in a plan of division.
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Mootness Fees in Maryland Stockholder Litigation


The Delaware Court of Chancery fundamentally altered the M&A litigation landscape when it expressed its skepticism of disclosure-only settlements in the case of In re Trulia, Inc. Stockholder Litigation, 129 A.3d 884 (Del. Ch. 2016).
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Merger and Purchase Agreements Governed by Maryland Law: "Sandbagging"


Merger and purchase agreements involving Maryland corporations and REITs may be governed by Maryland law.
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2017 Legislative Update


In 2017, the Maryland General Assembly, during its 437th session, adopted stockholder-friendly legislation concerning Maryland corporations and real estate investment trusts, while rejecting or delaying more radical changes to the Maryland General Corporation Law (“MGCL”) and the Maryland REIT Law.
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