J.W. Thompson Webb

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 April 14, 2020, Maryland Governor Larry Hogan issued Executive Order 20-04-14-02 intended to provide publicly traded Maryland corporations and real estate investment trusts with greater flexibility in holding stockholder meetings by remote communication. Applicable to Maryland corporations and REITs that are subject to the reporting requirements of the ’34 Act, the Executive Order will remain in effect until Maryland’s state of emergency has been terminated and the proclamation of the catastrophic health emergency has been rescinded. The Executive Order will

In light of the COVID-19 pandemic, Maryland corporations and their boards of directors are reassessing previously authorized and declared distributions (aka dividends) to stockholders. Here’s what you need to know: If the board of directors has “authorized” the distribution, but not made any public announcement or “declared” the distribution, the distribution may be freely rescinded by board action.  If shares of stock receiving the distribution are traded on an exchange and the ex-dividend date has passed, in addition to the state law

As Maryland corporations navigate this year’s proxy season, many have come face-to-face with the COVID-19 pandemic. The social distancing requirements related to the pandemic will often deter—or prevent—in-person stockholder meetings. At the same time, there is disinformation circulating regarding the availability of virtual stockholder meetings under Maryland law. Here are the key points: If the bylaws authorize the board of directors to determine the place of a stockholder meeting, Maryland corporations may cause a stockholder meeting to be held as a

During its 2019 session, the Maryland General Assembly (the “General Assembly”) passed two bills that amend the Maryland General Corporation Law (the “MGCL”). Both bills were proposed by the Business Law Section of the Maryland State Bar Association. On April 30, 2019, Governor Hogan signed both bills and they will take effect on October 1, 2019. The 2019 General Assembly had its sights set on the future. The amendments to the MGCL reflect the General Assembly’s recognition of the various electronic

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. Changes to Maryland Corporate Law Effective October 1, 2017 In its 2017 legislative session, the Maryland General Assembly passed two bills that will impact Maryland corporations and Maryland real estate investment trusts, Senate Bill 481/House Bill 744 (the “2017 Miscellaneous Bill”) and

With the recent focus on appraisal rights in the Delaware Court of Chancery, it was only a matter of time before a Maryland court took up the issue. Although originally authored in April 2016, the Circuit Court for Baltimore City recently published its decision in Mark G. Egan, et al. vs. First Opportunity Fund, Inc. et al., Case No. 24-C-14-008132 (Cir. Ct. Balt. City April 22, 2016) construing a dissenting stockholder’s demand for fair value under Maryland law. The resulting