For many years, it was commonly accepted that the corporation law of the State of Delaware was more “modern” or “advantageous” to corporations than the corporation law of most other states. In 1975, however, the General Assembly of Maryland completely recodified former Article 23 of the Annotated Code of Maryland into the Corporations and Associations Article. As a result of this recodification and many other substantive amendments since then, it is the opinion of many members of the bar that the basic corporation law of Maryland is at least as favorable to corporations as Delaware’s and, in many instances (e.g., authorized shares, director and officer liability limitation and hostile takeovers), considerably more favorable. Maryland is one of the top-ranked states of incorporation for New York Stock Exchange-listed corporations.
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