reglab/housing_qa huggingface dataset:
MD. Corporations and Associations Code Ann. §  3-519 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 3 - Corporations in General -- Extraordinary Actions|Subtitle 5 - Extension, Forfeiture, Andrevival of Charter|Section 3-519 - Conditions on Expiration of Corporate Existence

    (a)    If the period of existence of a corporation is limited by its charter, the corporation shall comply with the following conditions before the period of its existence expires:        (1)    All taxes not barred by limitations and payable by the corporation to the Department, including taxes billed at the current rate under § 10–206 of the Tax – Property Article, shall be paid or provided for in a manner satisfactory to the Department;        (2)    The corporation shall submit to the Department certificates of the Comptroller and of each collector of taxes on the list supplied by the Department, as provided in subsection (c) of this section, stating that all taxes not barred by limitations which are imposed on assessments made by the Department and billed by and payable to them by the corporation, including taxes billed for the year in which expiration of existence is to occur, shall be paid or provided for in a manner satisfactory to them; and        (3)    The corporation shall submit to the Department a certificate of the Secretary of Labor stating that all unemployment insurance contributions and reimbursement payments not barred by limitations that are due and payable to the Secretary, including contributions and reimbursement payments for the year in which expiration of existence is to occur, shall be paid or provided for in a manner satisfactory to the Secretary.    (b)    A collector of taxes may not certify the payment of taxes until he has received from the Department certified assessments of personal property after the preceding date of finality and the taxes have been billed at the current year’s rate. However, a certificate based on a satisfactory provision for payment may be made before then.    (c)    On written request of the corporation, the Department shall furnish it without charge a list of all collectors of taxes of counties and municipalities to which the Department has certified an assessment of personal property taxable to the corporation within the preceding four years.    (d)    Notwithstanding any provision of its charter, any corporation with a limited period of existence ceases to exist only as of the later of:        (1)    The date or expiration of the period specified in its charter; or        (2)    The date on which the conditions of subsection (a) of this section are fulfilled.
MD. Corporations and Associations Code Ann. §  3-602 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 3 - Corporations in General -- Extraordinary Actions|Subtitle 6 - Special Voting Requirements|Section 3-602 - Business Combinations -- in General

    (a)    Unless an exemption under § 3-603(c), (d), or (e) of this subtitle applies, a corporation may not engage in any business combination with any interested stockholder or any affiliate of the interested stockholder for a period of 5 years following the most recent date on which the interested stockholder became an interested stockholder.    (b)    Unless an exemption under § 3-603 of this subtitle applies, in addition to any vote otherwise required by law or the charter of the corporation, a business combination that is not prohibited by subsection (a) of this section shall be recommended by the board of directors and approved by the affirmative vote of at least:        (1)    80 percent of the votes entitled to be cast by outstanding shares of voting stock of the corporation, voting together as a single voting group; and        (2)    Two-thirds of the votes entitled to be cast by holders of voting stock other than voting stock held by the interested stockholder who will (or whose affiliate will) be a party to the business combination or by an affiliate or associate of the interested stockholder, voting together as a single voting group.
MD. Corporations and Associations Code Ann. §  3-604 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 3 - Corporations in General -- Extraordinary Actions|Subtitle 6 - Special Voting Requirements|Section 3-604 - Application of Subtitle

    This subtitle shall only apply to a Maryland corporation.
MD. Corporations and Associations Code Ann. §  3-605 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 3 - Corporations in General -- Extraordinary Actions|Subtitle 6 - Special Voting Requirements|Section 3-605 - Short Title

    This subtitle may be cited as the Maryland Business Combination Act.
MD. Corporations and Associations Code Ann. §  3-702 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 3 - Corporations in General -- Extraordinary Actions|Subtitle 7 - Voting Rights of Certain Control Shares|Section 3-702 - Voting Rights

    (a)    (1)    Holders of control shares of the corporation acquired in a control share acquisition have no voting rights with respect to the control shares except to the extent approved by the stockholders at a meeting held under § 3–704 of this subtitle by the affirmative vote of two–thirds of all the votes entitled to be cast on the matter, excluding all interested shares.        (2)    A charter provision permitted by § 2–104(b)(5) of this article may not apply to the proportion of votes required by paragraph (1) of this subsection.    (b)    This subtitle does not apply to the voting rights of shares of stock if the acquisition of the shares specifically, generally, or generally by types, as to specifically identified or unidentified existing or future stockholders or their affiliates or associates, has been approved or exempted by a provision contained in the charter or bylaws and adopted at any time before the acquisition of the shares.    (c)    This subtitle does not apply to:        (1)    A close corporation as defined in § 4-101(b) of this article;        (2)    A corporation having fewer than 100 beneficial owners of its stock;        (3)    A corporation registered under the Investment Company Act of 1940 as an open end investment company; or        (4)    A corporation registered under the Investment Company Act of 1940 as a closed end investment company unless its board of directors adopts a resolution to be subject to this subtitle on or after June 1, 2000, provided that the resolution shall not be effective with respect to any person who has become a holder of control shares before the time that the resolution is adopted.    (d)    For the purposes of subsection (c)(2) of this section, all stockholders of a corporation that have executed an agreement to which the corporation is an executing party governing the purchase and sale of stock of the corporation or a voting trust agreement governing stock of the corporation shall be considered a single beneficial owner of the stock covered by the agreement.    (e)    For the purposes of § 3-701 of this subtitle:        (1)    Shares acquired within 90 days or shares acquired under a plan to make a control share acquisition are considered to have been acquired in the same acquisition; and        (2)    A person may not be deemed to be entitled to exercise or direct the exercise of voting power with respect to shares held for the benefit of others if the person:            (i)    Is acting in the ordinary course of business, in good faith and not for the purpose of circumventing the provisions of this section; and            (ii)    Is not entitled to exercise or to direct the exercise of the voting power of the shares unless the person first seeks to obtain the instruction of another person.
MD. Corporations and Associations Code Ann. §  3-703 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 3 - Corporations in General -- Extraordinary Actions|Subtitle 7 - Voting Rights of Certain Control Shares|Section 3-703 - Acquiring Person Statement

    Any person who proposes to make or who has made a control share acquisition may deliver an acquiring person statement to the corporation at the corporation’s principal office. The acquiring person statement shall set forth all of the following:        (1)    The identity of the acquiring person and each other member of any group of which the person is a part for purposes of determining control shares;        (2)    A statement that the acquiring person statement is given under this subtitle;        (3)    The number of shares of the corporation owned (directly or indirectly) by the acquiring person and each other member of any group;        (4)    The applicable range of voting power as set forth in § 3–701(e) of this subtitle; and        (5)    If the control share acquisition has not occurred:            (i)    A description in reasonable detail of the terms of the proposed control share acquisition; and            (ii)    Representations of the acquiring person, together with a statement in reasonable detail of the facts on which they are based, that:                1.    The proposed control share acquisition, if consummated, will not be contrary to law; and                2.    The acquiring person has the financial capacity, through financing to be provided by the acquiring person and any additional specified sources of financing required under § 3–705 of this subtitle, to make the proposed control share acquisition.
MD. Corporations and Associations Code Ann. §  3-704 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 3 - Corporations in General -- Extraordinary Actions|Subtitle 7 - Voting Rights of Certain Control Shares|Section 3-704 - Special Meeting

    (a)    Except as provided in § 3-705 of this subtitle, if the acquiring person requests, at the time of delivery of an acquiring person statement, and gives a written undertaking to pay the corporation’s expenses of a special meeting, except the expenses of opposing approval of the voting rights, within 10 days after the day on which the corporation receives both the request and undertaking, the directors of the corporation shall call a special meeting of stockholders of the corporation for the purpose of considering the voting rights to be accorded the shares acquired or to be acquired in the control share acquisition.    (b)    The directors may require the acquiring person to give bond, with sufficient surety, to reasonably assure the corporation that this undertaking will be satisfied.    (c)    Unless the acquiring person agrees in writing to another date, the special meeting of stockholders shall be held within 50 days after the day on which the corporation has received both the request and the undertaking.    (d)    If the acquiring person makes a request in writing at the time of delivery of the acquiring person statement, the special meeting may not be held sooner than 30 days after the day on which the corporation receives the acquiring person statement.    (e)    (1)    If no request is made under subsection (a) of this section, the issue of the voting rights to be accorded the shares acquired in the control share acquisition may, at the option of the corporation, be presented for consideration at any meeting of stockholders.        (2)    If no request is made under subsection (a) of this section and the corporation proposes to present the issue of the voting rights to be accorded the shares acquired in a control share acquisition for consideration at any meeting of stockholders, the corporation shall provide the acquiring person with written notice of the proposal not less than 20 days before the date on which notice of the meeting is given.
MD. Corporations and Associations Code Ann. §  3-705 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 3 - Corporations in General -- Extraordinary Actions|Subtitle 7 - Voting Rights of Certain Control Shares|Section 3-705 - Calls

    A call of a special meeting of stockholders of the corporation is not required to be made under § 3-704(a) of this subtitle unless, at the time of delivery of an acquiring person statement under § 3-703 of this subtitle, the acquiring person has:         (1)    Entered into a definitive financing agreement or agreements with one or more responsible financial institutions or other entities that have the necessary financial capacity, providing for any amount of financing of the control share acquisition not to be provided by the acquiring person; and        (2)    Delivered a copy of the agreements to the corporation.
MD. Corporations and Associations Code Ann. §  3-706 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 3 - Corporations in General -- Extraordinary Actions|Subtitle 7 - Voting Rights of Certain Control Shares|Section 3-706 - Notice of Meeting

    (a)    If a special meeting of stockholders is requested, notice of the special meeting shall be given as promptly as reasonably practicable by the corporation to all stockholders of record as of the record date set for the meeting, whether or not the stockholder is entitled to vote at the meeting.    (b)    Notice of the special or annual meeting of stockholders at which the voting rights are to be considered shall include or be accompanied by the following:        (1)    A copy of the acquiring person statement delivered to the corporation under § 3-703 of this subtitle; and        (2)    A statement by the board of directors of the corporation setting forth the position or recommendation of the board, or stating that the board is taking no position or making no recommendation, with respect to the issue of voting rights to be accorded the control shares.
MD. Corporations and Associations Code Ann. §  3-707 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 3 - Corporations in General -- Extraordinary Actions|Subtitle 7 - Voting Rights of Certain Control Shares|Section 3-707 - Redemption Rights

    (a)    Unless the charter or bylaws provide otherwise, if an acquiring person statement has been delivered on or before the 10th day after the control share acquisition, the corporation may, at its option, redeem any or all control shares, except control shares for which voting rights have been previously approved under § 3-702 of this subtitle, at any time during a 60-day period commencing on the day of a meeting at which voting rights are considered under § 3-704 of this subtitle and are not approved.    (b)    In addition to the redemption rights authorized under subsection (a) of this section, unless the charter or bylaws provide otherwise, if an acquiring person statement has not been delivered on or before the 10th day after the control share acquisition, the corporation may, at its option, redeem any or all control shares, except control shares for which voting rights have been previously approved under § 3-702 of this subtitle, at any time during a period commencing on the 11th day after the control share acquisition and ending 60 days after a statement has been delivered.    (c)    Any redemption of control shares under this section shall be at the fair value of the shares. For purposes of this section, “fair value” shall be determined:        (1)    As of the date of the last acquisition of control shares by the acquiring person in a control share acquisition or, if a meeting is held under § 3-704 of this subtitle, as of the date of the meeting; and        (2)    Without regard to the absence of voting rights for the control shares.
MD. Corporations and Associations Code Ann. §  3-708 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 3 - Corporations in General -- Extraordinary Actions|Subtitle 7 - Voting Rights of Certain Control Shares|Section 3-708 - Status as Objecting Stockholders

    (a)    Unless the charter or bylaws provide otherwise, before a control share acquisition has occurred, if voting rights for control shares are approved at a meeting held under § 3-704 of this subtitle and the acquiring person is entitled to exercise or direct the exercise of a majority or more of all voting power, all stockholders of the corporation (other than the acquiring person) have the rights of objecting stockholders as provided in Subtitle 2 of this title.    (b)    For purposes of applying the provisions of Subtitle 2 of this title to stockholders under this section, the corporation shall be deemed to be a successor in a merger and the date of the most recent approval of voting rights referred to in subsection (a) of this section shall be deemed to be the date of filing of articles of merger for record with the Department.    (c)    The notice required by § 3-207 of this title shall also state that stockholders (other than the acquiring person) are entitled to the rights of objecting stockholders under Subtitle 2 of this title and shall include a copy of this section and Subtitle 2 of this title.    (d)    For purposes of applying the provisions of Subtitle 2 of this title to this section:        (1)    “Fair value” may not be less than the highest price per share paid by the acquiring person in the control share acquisition; and        (2)    §§ 3-202(c) and 3-203(a)(1) and (2) of this title do not apply.
MD. Corporations and Associations Code Ann. §  3-709 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 3 - Corporations in General -- Extraordinary Actions|Subtitle 7 - Voting Rights of Certain Control Shares|Section 3-709 - Application

    This subtitle shall only apply to a Maryland corporation.
MD. Corporations and Associations Code Ann. §  3-710 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 3 - Corporations in General -- Extraordinary Actions|Subtitle 7 - Voting Rights of Certain Control Shares|Section 3-710 - Short Title

    This subtitle may be cited as the Maryland Control Share Acquisition Act.
MD. Corporations and Associations Code Ann. §  3-802 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 3 - Corporations in General -- Extraordinary Actions|Subtitle 8 - Corporations and Real Estate Investment Trusts -- Unsolicited Takeovers|Section 3-802 - Applicability of Subtitle

    (a)    Notwithstanding any other provision in this article except subsection (b) of this section, this subtitle applies to each corporation that:        (1)    Has a class of equity securities registered under the Securities Exchange Act of 1934; and        (2)    Elects to be subject to any or all provisions, in whole or in part, of this subtitle by provision in:            (i)    Its charter or bylaws; or            (ii)    A resolution of its board of directors.    (b)    (1)    This subtitle applies only to a corporation that has at least three directors who, at the time of any election to become subject to the provisions of this subtitle:            (i)    Are not officers or employees of the corporation;            (ii)    Are not acquiring persons;            (iii)    Are not directors, officers, affiliates, or associates of an acquiring person; and            (iv)    Were not nominated or designated as directors by an acquiring person.        (2)    A director does not fail to satisfy paragraph (1) of this subsection because the director:            (i)    Owns securities issued by the corporation;            (ii)    Is entitled to compensation, retirement, severance, or other benefits as a director of the corporation; or            (iii)    Might continue to serve as a director of the corporation or become a director of an acquiring person.        (3)    This subtitle does not apply to a corporation to the extent that the corporation elects not to be subject to any provision of this subtitle to which it has previously elected to be subject, if the corporation elects not to be subject to the provision in the same manner in which it elected to become subject to the provision, including the satisfaction of subsection (d)(1) of this section, if applicable.    (c)    The charter of a corporation may contain a provision or the board of directors may adopt a resolution that prohibits the corporation from electing to be subject to any or all provisions of this subtitle.    (d)    (1)    A corporation shall file articles supplementary with the Department if:            (i)    The corporation elects to be subject to any or all provisions of this subtitle by resolution of the board of directors or bylaw amendment; or            (ii)    The board of directors adopts a resolution in accordance with subsection (c) of this section that prohibits the corporation from electing to be subject to any or all provisions of this subtitle.        (2)    The articles supplementary shall describe any provision of this subtitle to which the corporation:            (i)    Has elected to become subject; or            (ii)    May not elect to become subject in accordance with the resolution of the board.        (3)    Stockholder approval is not required for the filing of articles supplementary in accordance with paragraph (1) of this subsection.
MD. Corporations and Associations Code Ann. §  3-803 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 3 - Corporations in General -- Extraordinary Actions|Subtitle 8 - Corporations and Real Estate Investment Trusts -- Unsolicited Takeovers|Section 3-803 - Directors -- Classes

    (a)    (1)    Except as provided in subsection (f) of this section, notwithstanding any provision in the charter or the bylaws of a corporation, before the first annual meeting of stockholders after a corporation elects to be subject to this subtitle, the board of directors shall designate by resolution, from among its members, directors to serve as class I directors, class II directors, and class III directors.        (2)    To the extent possible, the classes shall have the same number of directors.    (b)    The term of office of the class I directors shall continue until the first annual meeting of stockholders after the date on which the corporation becomes subject to this subtitle and until their successors are elected and qualify.    (c)    The term of office of the class II directors shall continue until the second annual meeting of stockholders after the date on which the corporation becomes subject to this subtitle and until their successors are elected and qualify.    (d)    The term of office of the class III directors shall continue until the third annual meeting of stockholders following the date on which the corporation becomes subject to this subtitle and until their successors are elected and qualify.    (e)    At each annual meeting of the stockholders of a corporation, the successors to the class of directors whose term expires at that meeting shall be elected to hold office for a term continuing until:        (1)    The annual meeting of stockholders held in the third year following the year of their election; and        (2)    Their successors are elected and qualify.    (f)    This subtitle does not limit the power of a corporation by provision in its charter to:        (1)    Confer on the holders of any class or series of preference or preferred stock the right to elect one or more directors; and        (2)    Designate the terms and voting powers of the directors, which may vary among the directors.