Charles F. (Trey) Hilberg III

Many corporations have changed their state of incorporation to move away from Delaware or are considering doing so. There are many reasons to consider alternative jurisdictions to Delaware but most often cited by public companies is the Delaware Chancery Court’s receptivity to claims asserted by plaintiff law firms on behalf of stockholders. Prolonged litigation, often frivolous, and expensive settlements add time and expense to corporate transactions. Some states have taken affirmative steps to create a corporate regime that will attract entities

On May 12, 2022, Governor Hogan signed several bills into law that will affect the formation, ownership and operation of business entities under Maryland law.  Below is a summary of the new laws. Most noteworthy is the creation of a statutory process for the ratification of defective corporate acts.  All changes will become effective on October 1, 2022. Ratification of Defective Corporate Acts During legal due diligence, it is not unusual to discover that a corporation has issued more stock than it had