While many corporate lawyers and litigators are familiar with the Court of Chancery of the State of Delaware, few outside of the State of Maryland are acquainted with the Maryland analog, the Maryland Business and Technology Case Management Program. Here is a quick introduction to Maryland’s "B&T Panel."

Background

Fifteen years ago, the Maryland General Assembly recognized an increasing need for Maryland’s trial courts to focus on the particular aspects of complex business and technology cases. In response, the General Assembly created a Business and Technology Task Force to consider a specialized court function within the circuit courts to resolve such disputes. The Chief Judge of the Court of Appeals of Maryland at the time, Robert Bell, then assigned responsibility for further consideration and implementation of the report’s recommendations to a group of judges and practitioners; that group then proposed Maryland Rule 16-205 to establish a business and technology case management program within each circuit court. Following adoption of the rule by the Court of Appeals, effective January 1, 2003, the Business and Technology Case Management Program was born. Under Maryland Rule 16-025, a panel of judges within each circuit court handles business and technology matters in a thoughtful and coordinated manner.

Designation to the B&T Panel

Parties with complex business or technology-oriented litigation may seek designation to the B&T Panel by request noted on the Civil-Non-Domestic Information Report. Either, or both, plaintiff and defendant may request designation with the initial pleading. More commonly, however, counsel for one or both sets of litigants will seek designation to the B&T Panel through a letter directed to the program director (head judge) of the applicable B&T panel (typically copying the chief administrative judge). While the B&T Panel has proven receptive to most (if not all) merger-related stockholder litigation involving public corporations and REITs, a short explanation as to why designation is appropriate under the factors provided by Maryland Rule 16-205(c) may be helpful to the applicable program director.

If accepted by the program director, one of the chief benefits associated with designation to the B&T Panel is the accompanying special assignment to a particular panel judge under Maryland Rule 16-205(d). The assigned panel judge will then make scheduling decisions, rule on dispositive motions, conduct hearings and oral argument, and preside over any trial, if necessary. Much like the Court of Chancery, the judges of the B&T Panel often make use of conference calls and less formal hearings as necessary and appropriate. In short, the judges of the B&T Panel seek to move cases expeditiously and efficiently.

Published Opinions of the B&T Panel

An often overlooked benefit of the business and technology program has been the advancement of Maryland corporate law through the publication of trial court opinions of the B&T Panel. Maryland Rule 1-104 governs unreported opinions of the Court of Appeals of Maryland and the Court of Special Appeals and, with very limited exception, prohibits citation in any paper, brief, motion, or other document filed in any Maryland court (either as precedent or persuasive authority) to any unreported opinion. Maryland Rule 1-104 does not, however, apply to non-precedential opinions of the B&T Panel. As part of its report, the Business and Technology Task Force recommended that a database of judicial opinions arising from cases in the program be created to aid B&T Panel judges, lawyers, and litigants by advising clients on likely rulings and encouraging collegiality and consistency among judges. As a result, published opinions from the B&T Panel are readily available through the program website and, with less frequency, the Circuit Court for Baltimore City B&T webpage. The submission and publication protocol can be found here.

Given the dearth of appellate case law on matters of critical importance to Maryland corporations and REITs, these published B&T Panel opinions have proven extremely helpful to not only to Maryland judges, lawyers, businesses and boards of directors/trustees, but also to judges in foreign jurisdictions attempting to make determinations as to novel issues of Maryland corporate law.

Opinions and conclusions in this post are solely those of the author unless otherwise indicated. The information contained in this blog is general in nature and is not offered and cannot be considered as legal advice for any particular situation. The author has provided the links referenced above for information purposes only and by doing so, does not adopt or incorporate the contents. Any federal tax advice provided in this communication is not intended or written by the author to be used, and cannot be used by the recipient, for the purpose of avoiding penalties which may be imposed on the recipient by the IRS. Please contact the author if you would like to receive written advice in a format which complies with IRS rules and may be relied upon to avoid penalties.