As a coordinated team of recognized leaders in their field, members of the Maryland Corporate Law Practice apply a thorough understanding of the nuances of Maryland law and corporate governance matters in their representation of public and private companies, investment companies, and REITs organized in Maryland.
Our practice has a broad and established record of working collaboratively with inside and outside counsel to advise Maryland business entities (corporations, trust REITs, LLCs, partnerships, and statutory trusts), boards, board committees, and independent directors on a wide range of corporate law and corporate governance issues. These include formations and structuring, stockholder activism, securities offerings, mergers and acquisitions, and other capital markets transactions, many valued at more than $1 billion. We advise more than half of all publicly traded Maryland REITs, well over two-thirds of all registered non-listed REITs, and many private REITs formed under Maryland law. This market-leading position gives us a broad and deep perspective on REITs and REIT practices and transactions, making us the go-to firm for this sector.
Our attorneys regularly issue opinions regarding matters of Maryland law arising out of securities offerings, debt financings, and other transactions. Our decades of drafting and testifying for legislation benefiting companies incorporated in Maryland or organized under Maryland law, as well as the proprietary databases we maintain and use, bring added value to all of our client engagements. Furthermore, as well-established subject matter authorities in the field, 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.
More than 80% of all publicly registered REITs are formed in Maryland, and Venable attorneys represent well over half of them in connection with initial public offerings, stock and debt offerings, mergers and acquisitions, and other transactions.
We 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.
Our attorneys provide advice on Maryland corporate law issues relating to formation and capital-raising transactions, conflicts of interest, advisor internalizations, and various liquidity events. We have also assisted many publicly registered, non-listed 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 and share issuances to satisfy complex tax and other REIT ownership requirements.
Venable serves as Maryland counsel to numerous investment companies in over two 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.
Venable has served as Maryland counsel in open-end fund reorganizations, and the formation and launch of new open-end funds, including exchange-traded funds. We have been particularly active in closed-end fund initial public offerings, including many BDC initial public offerings, and follow-on offerings, including 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.
We also advise several Fortune 500 and other publicly traded companies incorporated in Maryland, as well as independent directors and board committees, on a diverse array of issues.
Types of Representation
Bringing a Maryland law and corporate governance focus, a deep bench of partners and associates at all levels, and the experience gained from our market-leading position, we regularly advise companies, boards, and board committees on:
- Formations, early-stage governance, IPOs, follow-on offerings, and financings
- Preparation and review of committee charters, governance guidelines, codes of conduct, and other policies and procedures
- Conflicts of interest and interested-director transactions
- Mergers and acquisitions, spin-offs, and other major control transactions
- Takeover defenses and stockholder activism
- Proxy advisor vote recommendations and ratings
- Independent board and committee evaluations
- ESG and non-stockholder stakeholders
- Director and officer responsibilities, duties, and protections from liability
- Stockholder derivative-suit and inspection demands
- Compliance with NYSE and Nasdaq rules and listing standards and SEC rules and regulations re state law and corporate governance
- Stock splits, dividends, and other distributions
- Maryland law-related provisions of transaction agreements, offering documents, proxy statements, prospectuses, and periodic reports
- Annual and special meeting preparation, stockholder outreach, proxy materials, proxy solicitation, and proxy advisor vote recommendations
- Reincorporation and conversion transactions