Maryland Corporate Practice and Forms: The Saul Ewing Arnstein & Lehr Manual

by Marshall B. Paul and Jacqueline A. Brooks

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Maryland Corporate Practice and Forms: The Saul Ewing Arnstein & Lehr Manual

Maryland Corporate Practice and Forms: The Saul Ewing Arnstein & Lehr Manual

Prominent Maryland attorneys, Marshall B. Paul and Jacqueline A. Brooks, provide insightful and instructive discussions, analyses, and strategies for virtually every corporate law situation you may encounter in this dynamic Manual featuring a bonus CD with more than 150 electronic forms.

This exhaustive Manual, with its more than 1,400 pages of valuable content, will help you stay current and efficient by providing appropriate statutes and regulations – complemented by thorough discussions and analyses of any changing federal or Maryland state laws. Plus, you’ll be expertly guided through an extensive selection of appropriate corporate forms, using an easy-to-follow format. Included are customizable e-forms, plus planning strategies for a full range of corporations from closely-held private companies to large public companies.

This update also includes:

  • New up-to-date revisions to the Manual’s Stockholders’ Agreement for closely-held corporations, including additional provisions for use by closely-held corporations that are “S” Corporations.
  • Discussion of revisions made to the General Corporation Law that were adopted in 2020.
  • New forms that were published by SDAT in 2021.
  • New forms published by the U.S. Securities and Exchange Commission for use in connection with the sale of securities under Regulation D.

Maryland Corporate Practice and Forms: The Saul Ewing Arnstein & Lehr Manual is also available as an eBook. Click here to order.


Marshall B. Paul focuses his practice at Saul Ewing Arnstein & Lehr LLP on counseling businesses, health care concerns and professionals with respect to limited liability company matters, general corporate matters, joint ventures, acquisitions and sales, fiduciary duty issues and financings. His clients include large-scale health care providers, technology companies, distributors, service providers and manufacturers of various sizes as well as individual health care professionals and other professionals.

Mr. Paul is an adjunct professor at the University of Maryland Law School, where he and Mr. Ghingher lecture on partnerships, corporations and limited liability companies.

A co-author of the Maryland Limited Liability Company Act, he served on the American Bar Association committee that drafted the ABA’s original Prototype Limited Liability Company Act. Mr. Paul has lectured both locally and nationally regarding limited liability companies and other legal matters. He has co-authored numerous articles on limited liability companies and other legal matters, as well as a widely used book on limited liability companies.

Mr. Paul was named the “2012 Washington/Baltimore Corporate Law Lawyer of the Year,” The Best Lawyers in America, and is consistently named to The Best Lawyers in America list, Corporate Law, Woodward/White.


Jacqueline A. Brooks concentrates her practice in general business and commercial law at Saul Ewing Arnstein & Lehr LLP. She counsels clients in mergers and acquisitions, purchases and sales of businesses, commercial finance, private offerings of debt and equity securities, and life science transactions. Jacqueline has experience representing public companies, privately owned and managed companies, nonprofit organizations and start-up companies and provides general counsel to these organizations regarding corporate matters. Prior to joining Saul Ewing Arnstein & Lehr, Jacqueline participated in Washington University School of Law's D.C. Clinic, through which she was an intern to the United States House Judiciary Committee. In this capacity, she drafted legal memoranda to assist Congressman John Conyers, Jr. and the Congressman's legislative assistants at Judiciary Committee hearings and briefings.

Ms. Brooks has advised buyers and sellers in mergers, asset purchase and sale transactions and stock purchase and sale transactions. In these matters, she has represented numerous private companies, public companies and start-ups, and has worked on international and cross-border transactions representing clients in a variety of sectors, including manufacturing, construction, retail, healthcare and life science.

Ms. Brooks has handled secured and asset-based lending transactions and unsecured lending transactions for many clients in various industries by assisting with the drafting, negotiation and structuring of commercial loans.

Ms. Brooks represents a number of publicly traded New York Stock Exchange Real Estate Investment Trusts and advises them on offering transactions, finance transactions and corporate and REIT governance matters. She has advised REITS in connection with initial public offerings. She often acts as Maryland REIT counsel in these transactions.

Ms. Brooks has represented companies raising private equity and venture capital funding, whether through debt or equity transactions. During these transactions, she assists clients with drafting and negotiating various transactional documents such as stock purchase agreements, voting agreements, warrants, subscription documents, private placement documents and other investment documents. In addition, she handles legal due diligence or responding to due diligence inquiries regarding debt and equity transactions.

Ms. Brooks also serves as general outside counsel to many private companies, providing day-to-day counseling, corporate governance and contracts advice. In this capacity, she often provides advice on formation, operation and governance of corporations, limited liability companies and partnerships.

» View Full Table of Contents [PDF]


Chapter 1: General Provisions

Chapter 2: Stock and Distributions

Chapter 3: Directors and Officers

Chapter 4: Stockholders

Chapter 5: Fundamental Changes

Chapter 6: Takeover Legislation

Chapter 7: Appraisal Rights of Objecting Stockholders

Chapter 8: Amendment and Restatement of Charter

Chapter 9: Dissolution, Forfeiture, Revival, and Extension

Chapter 10: Registered Investment Companies

Chapter 11: Close Corporations

Chapter 12: Professional Service Corporations

Chapter 13: Nonstock Corporations

Chapter 14: Tax-Exempt Corporations in Maryland

Chapter 15: Maryland Securities Act

Chapter 16: Foreign Corporations

Chapter 17: Benefit Corporations in Maryland

Chapter 18: Corporate Conversions

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