§ 3-602
191 words·~1 min read·
/md/corporations-and-associations/3-602·A research copy — for the controlling text, always check the official state or federal source. Not legal advice.
§3–602.
(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.