MD SB992

Allows transfer of assets serving as collateral for mortgages, pledges, or security interests without stockholder approval when the secured party exercises foreclosure rights or when the board authorizes an alternative sale that reduces or eliminates the secured debt

Requires that for board-authorized alternative sales without stockholder approval, the asset value must be less than or equal to the liabilities being reduced or eliminated

Protects good-faith transferees who provide value from having sales invalidated even if the asset value requirement is not met, while preserving claims for monetary damages against directors who fail to meet their standard of conduct

Removes requirements that articles of merger include detailed ownership information for limited partnerships, limited liability companies, and partnerships that are parties to the merger

Takes effect October 1, 2025