Valerino v. Little

ALPERT, Judge.

In this appeal we are asked to decide whether a notice of a board of directors meeting was sufficient to advise a director (who was also a stockholder) receiving the notice that a stock issuance could occur causing his proportionate control of a nonpublic corporation to be diminished from 50% to less than 25%.

The instant case comes before this Court on appeal from a decision by the Circuit Court for Baltimore County denying the plaintiff’s (appellant’s) petition for dissolution of Electra-Mechanical of America, Inc. Upon reconsideration of a motion to dismiss filed by appellees,…