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

by Marshall B. Paul and Eric G. Orlinsky

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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 Eric G. Orlinsky, 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:

  • A complete new chapter discussing that Act, including:
    • Full analysis of terms such as “reporting company,” “beneficial owner,” and “company applicant,”
    • A discussion of penalties, and
    • Forms to be used in shareholder agreements and gathering information.

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.


Eric Orlinsky co-chairs the Corporate Practice and Private Equity/Venture Capital subgroup at Saul Ewing and concentrates his practice in general business and securities law and counsels clients in private equity and venture capital investments, public and private offerings of debt and equity securities, mergers and acquisitions, purchases and sales of businesses. Eric also provides general counsel to public and private companies regarding corporate matters.

Eric is active in numerous committees of the American Bar Association and the Maryland State Bar Association and previously chaired the Business Law Section of the Maryland State Bar Association. He was instrumental in establishing the Business & Technology Court in Maryland. He is also one of the principal authors and editors of the ABA Handbook for the Conduct of Shareholders Meetings (first and second editions) and the Maryland Legal Opinion Accord.

Eric has represented many companies raising venture capital funding, as well as numerous venture capital, private equity and angel investors with regard to various financing rounds in early stage, late stage and growth capital companies.

As part of his Mergers and Acquisitions practice, Eric has advised buyers and sellers in mergers, asset purchase and sale transactions and stock purchase and sale transactions, both nationally and internationally, as well as cross-border transactions.

Eric has counseled clients on compliance with various aspects of the Securities Exchange Act of 1934 and the Sarbanes-Oxley Act of 2002. He has represented clients in connection with public and private offerings of debt and equity securities, private placements, private investments in public equity (PIPES) and other securities offerings, all involving compliance with the Securities Act of 1933.

Eric serves as general outside counsel to many private companies providing day to day counseling, corporate governance and contracts advice. In this capacity, he is often involved in the formation, operation, and governance of corporations, partnerships, limited liability companies and real estate investment trusts. Eric has also represented numerous clients in bank financing transactions.

» 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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