MD HB1171

Stockholder approval is not required for transfers of assets used as collateral when a mortgagee, pledgee, or secured party exercises foreclosure rights under the Maryland Uniform Commercial Code, Real Property Article, or other applicable law

Board of directors may authorize alternative asset sales without stockholder approval when the sale reduces or eliminates secured liabilities and the asset value is less than or equal to the debt being satisfied

Good faith purchasers who provide value are protected from sale invalidation even if technical requirements are not met, though this does not eliminate potential monetary damages claims against directors for breach of fiduciary duty

Articles of merger no longer require detailed information about partnership interests for limited partnerships, LLCs, or general partnerships that are parties to the merger

Effective October 1, 2025