Maryland Corporate

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.

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
  • 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 more than 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 and share issuances to satisfy 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
  • Liquidation and dissolution

Venable has served as Maryland counsel in several open-end fund reorganizations, and 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, and 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.

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

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

Recognition
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  • 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