MARYLAND CORPORATE LAW QUICK FACTS

More than 25 years advising publicly-traded and private operating companies, REITs and investment companies incorporated or organized in Maryland

A group of attorneys focused on Maryland corporate law, including:

    an attorney recognized by the Best Lawyers in America in the areas of Corporate Governance and Compliance, Corporate Law, Mergers and Acquisitions Law and Securities / Capital Markets Law

    attorneys who have been top-rated by Chambers USA in the fields of Corporate / Mergers & Acquisitions – Maryland and REITs – National

    a recipient of the "Lifetime Achievement Award" by the Section of Business Law of the Maryland State Bar Association

HONORS AND AWARDS

Chambers USA, Maryland Corporate / M&A (Band 1), 2011 - 2017; REITs: Maryland Counsel (Band 1), Nationwide, 2012 - 2017

Ranked as a Tier 1 firm in Corporate Governance Law (Baltimore) in U.S. News-Best Lawyers "Best Law Firms," 2012 - 2017

Recognized by Chambers Global, Capital Markets: REITs (Band 1), 2011 - 2014

Ranked among the nation's top firms, Real estate investment trusts (REITs), in Legal 500

 

CLIENT FOCUS

Publicly traded Maryland corporations and REITs, including Fortune 500 companies

Registered, non-traded REITs

Private and captive REITs

Investment companies, including business development companies

Boards, special committees and independent board members

 

PRACTICE FOCUS

Board and committee duties

Corporate governance

Securities offerings and other capital market transactions

Mergers and acquisitions

Formation transactions and initial public offerings

Debt and equity financing opinions

Takeover defenses

Conflicts of interest

Internal investigations

Shareholder litigation

 

Maryland Corporate

experienced counsel for Maryland companies


Venable has a broad and established record of advising publicly traded and private operating companies, real estate investment trusts (REITs) and investment companies incorporated in Maryland or organized under Maryland law on corporate law and governance matters.

We work with inside counsel and law firms across the country, advising companies formed in Maryland on a wide range of corporate law and governance matters, including securities offerings, mergers and acquisitions and other capital markets transactions, many valued at more than $1 billion. Our attorneys also regularly issue opinions as to matters of Maryland law arising out of securities offerings, debt financings and other transactions.

Our attorneys are frequent speakers and writers on corporate law and governance issues, both locally and nationally, and have been retained to provide testimony on these and related issues.

Operating companies.

Maryland is the second most popular state of incorporation for companies listed on the New York Stock Exchange. We advise Fortune 500 and other publicly-traded companies incorporated in Maryland, as well as independent directors and board committees, on a diverse array of issues including:

  • comprehensive corporate governance reviews;
  • board and committee evaluations;
  • majority voting;
  • board classification;
  • change-of-control statutes;
  • proxy solicitation;
  • corporate governance ratings;
  • conflicts of interest; and
  • implementation of shareholder rights plans and other takeover defenses.

REITs.

More than 80% of all publicly registered REITs are formed in Maryland and Venable attorneys represent over half of them. We advise publicly traded Maryland REITs on matters of Maryland corporate law in connection with initial public offerings, stock and debt offerings, mergers and acquisitions and other transactions.

We also regularly counsel boards of publicly traded REITs regarding governance matters, including duties of board members, corporate governance ratings and analysis and implementation of takeover defenses. We also advise special committees and independent board members of publicly traded REITs on such issues as conflicts of interest, internal investigations and changes of control, including going-private transactions. 

Venable represents many publicly registered, non-traded REITs. Our attorneys provide advice on Maryland corporate law issues relating to formation and capital-raising transactions, conflicts of interests, advisor internalizations and various liquidity events. We have also assisted many publicly registered, non-traded REITs in navigating the complex state registration process under the NASAA REIT Guidelines. 

We have advised hundreds of private and captive REITs in connection with their formation transactions as well as share issuances to satisfy the complex tax and other REIT ownership requirements. 

Investment companies.

Venable serves as Maryland counsel to several hundred investment companies in more than three dozen fund complexes. Our attorneys have extensive experience with the unique state corporation law issues faced by registered open-end funds, registered closed-end funds and closed-end funds that have elected to be regulated as business development companies (BDCs) under the Investment Company Act.  These issues can include:

  • formation;
  • duties of directors;
  • shareholder litigation;
  • dividends and redemptions;
  • mergers and transfers;
  • takeover defenses; and
  • liquidation and dissolution.

Venable has served as Maryland counsel in several open-end fund reorganizations, as well as the formation and launch of new open-end funds. We have been particularly active in closed-end fund initial public offerings, including many of the BDC initial public offerings in recent years, as well as follow-on equity offerings, including auction preferred stock and debt offerings. We also have significant experience in advising closed-end funds and their boards on corporate governance matters relating to stockholder activism and arbitrageur activity.

Venable represents a broad range of operating companies, REITs and investment companies in all matters related to Maryland corporate law and governance. Clients benefit from our deep and thorough understanding of the nuances of the laws affecting companies and REITs organized in Maryland.