Maryland Corporation Law
Incorporating in Maryland has long been a popular choice for large, publicly traded companies, investment companies (whether open or closed end), real estate investment trusts and business development companies. It is also a very viable proposition for venture-backed and other private companies.
From the decision to form a company in Maryland, to considering an M&A transaction, the Ober|Kaler team provides counsel on the many Maryland Corporation Law-related issues that our clients are likely to face in the course of their business operations. Our experience and knowledge of this specialized area has earned the respect of peers from other states as well as from colleagues close to home, and our attorneys include an author on the subject.
We regularly serve as general counsel to many Maryland corporations that operate in and outside of Maryland. We also regularly serve as local counsel to corporations that may not have any presence in Maryland, but have selected Maryland as their state of incorporation. When serving as local counsel, we work hand-in-hand with in-house counsel or general outside counsel to provide results quickly and economically.
Our Maryland Corporation Law services include legal advice related to:
- Drafting of Articles of Incorporation and Bylaws
- Board and committee structuring, including term of office, filling vacancies and removal
- Board fiduciary duties
- Board liability and indemnification
- Corporate governance
- Stockholder and director meetings, including conduct at meetings
- Stockholder proposals, including advance notice provisions
- Dividends and distributions
- Maryland Business Combination Act
- Maryland Control Share Acquisition Act
- Shareholder rights plans (poison pills) and other anti-takeover devices
- Hostile takeovers or takeover defenses
- Appraisal rights
- Liquidation and dissolution
