Maryland Code § CA-2-113

Section CA-2-113
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(a) The charter or bylaws of a corporation with capital stock may not impose
liability on a stockholder who is a party to an internal corporate claim for the
attorney's fees or expenses of the corporation or any other party in connection with
an internal corporate claim.
(b) (1) Except as provided in paragraph (2) of this subsection, the charter
or bylaws of a corporation may require, consistent with applicable jurisdictional
requirements, that any internal corporate claim be brought only in:
(i) Specified circuit courts of the State or a federal court
sitting in the State; or
(ii) 1. Courts sitting in one or more specified jurisdictions
outside the State; and
2. Specified circuit courts of the State or a federal court
sitting in the State.
(2) (i) This paragraph does not apply to a provision contained in
the charter or bylaws of a corporation on October 1, 2017, unless and until the
provision is altered or repealed by an amendment to the charter or bylaws of the
corporation, as applicable.
(ii) The charter or bylaws of a corporation may not prohibit
bringing an internal corporate claim in the courts of this State or a federal court
sitting in this State.

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