Mid-Atlantic Health Law TOPICS

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Some Directors are More Equal

Maryland has enacted a recent change in the way Maryland corporations, including professional associations, may be governed. This change is especially useful to physicians practicing in corporate form who wish to broaden the ownership base of their practices, without reducing their control over corporate affairs.

Maryland corporations may now give one or more directors, or a class of directors, more or less than one vote per director on any matter. For example, a class of directors could be elected by the founding stockholders, who would have five votes per director, while another class of directors could be elected by the newer stockholders, who would only have one vote per director. In this manner, the board size could be greatly expanded, while control by the founding stockholders is maintained.