Maryland Irrevocable Proxy

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Description

Proxy refers to someone who is authorized to serve in one's place at a meeting, especially with the right to right to vote on behalf of another. It may be written authority given to someone to act or vote in someone's place. A proxy is often used as a method for stockholders to cast votes at a meeting of shareholders, and by board members and convention delegates.


Proxy voting refers to the procedure of delegating the right to vote by one person to another. In proxy voting in the absence of a person his/her vote will be secured by some other person. A person so designated to cast the vote of another is called a "proxy" and the person who delegates the power is called a principal. A voter must have a trust in the proxy. Any person including the official of the chosen party can be appointed as the proxy.

Maryland Irrevocable Proxy: Understanding Its Purpose and Types In the state of Maryland, an irrevocable proxy is a legally binding document that grants an individual or entity the authority to cast votes or make decisions on behalf of another party. This proxy is considered irrevocable, meaning it cannot be easily revoked or rescinded by the party who granted it. The primary purpose of the Maryland irrevocable proxy is to ensure continuity and steady decision-making in situations where the granter may become incapacitated or unable to participate in important matters. The proxy holder, often referred to as the attorney-in-fact or agent, assumes responsibility for conducting the granter's affairs and properly representing their interests. There are various types of Maryland irrevocable proxies, each serving a specific purpose or scenario. Here are some notable types: 1. Health Care Proxy: Also known as a medical or healthcare power of attorney, this type of proxy specifically deals with decisions regarding medical treatments and healthcare choices. The designated proxy has the authority to make healthcare decisions for the granter, including consenting to or refusing medical procedures, based on the granter's previously expressed wishes or best interests. 2. Financial Proxy: This type of irrevocable proxy empowers the designated agent to manage the granter's financial affairs. It may involve tasks such as paying bills, managing investments, and handling other monetary transactions on behalf of the granter. The agent, appointed by the granter, must act in accordance with the granter's best interests and any specific instructions provided. 3. Corporate Proxy: In corporate settings, a Maryland irrevocable proxy allows an individual or entity to represent and vote on behalf of a shareholder at shareholder meetings. This proxy is commonly used when a shareholder is unable to attend a meeting or wishes to appoint a trusted person or entity to cast votes on their behalf. 4. Proxy for Asset Management: This type of irrevocable proxy is utilized to delegate the management of specific assets or property owned by the granter. The appointed proxy holds the authority to make decisions regarding the use, sale, or transfer of the assets in the granter's best interest. It is important to consult an attorney specializing in Maryland law to draft and execute a valid and enforceable irrevocable proxy. The document must comply with specific legal requirements and accurately reflect the granter's intentions. Additionally, periodic review and updating of the proxy may be necessary to adapt to changing circumstances or to incorporate any new wishes or preferences.

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FAQ

For a proxy vote, it is a temporary arrangement for a one-time issue; whereas, for a voting trust, it gives the trustees increased power to make decisions on behalf of all shareholders to control the company, which differs from proxy voting in terms of how much power is allocated.

A voting agreement (also known as a lock-up) is used when a stockholder agrees to vote its shares in favor of an M&A transaction (most commonly a merger) as an inducement to the buyer's entry into the acquisition agreement with the target company.

A revocable proxy is an authorization to a person to act on behalf of another party, which may be revoked at any time by the grantor of the proxy. The revocable proxy can set forth the specific authority granted and the term of the proxy.

Definition. A person designated by another to attend a shareholders' meeting and vote on their behalf. A proxy can be revoked at any time by the grantor, unless it has been coupled with an interest.

In general, a proxy is revocable, but it may be made irrevocable if the proxy is expressly stated to be irrevocable and it is "coupled with an interest." Typical situations that make the proxy "coupled with an interest" are: (1) where the proxy holder has purchased or agreed to purchase the shares, (2) the proxy holder

An enforceable power granted by the owner to another party to exercise his voting rights independently without requiring his consent.

An irrevocable proxy is a type of proxy that cannot be revoked for a specific period of time.

A proxy is: (a) a written document; (b) issued by a member of an association; and (c) providing authority of another individual to act on behalf of such member. The individual being appointed as the proxy-holder does not need to be a member of the association to be appointed.

The irrevocable proxy is an enforceable power given by an owner to. exercise his voting rights independently of his future consent. He may. accomplish the same result through a voting or pooling contract, or by. means of a voting trust.

Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to a corporate action in writing without a meeting may authorize another person or persons to act for him by proxy.

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Maryland Irrevocable Proxy