The 2012 proxy season is fast approaching. Based on our prior
experience reviewing proxy statements for Maryland public
companies, we would like to call your attention to certain matters
of Maryland law. As in the past, we are available to review draft
proxy statements for Maryland law compliance. (Because the same
principles generally apply to both corporations formed under the
Maryland General Corporation Law (the "MGCL") and to real
estate investment trusts formed under the Maryland REIT Law, we
shall refer hereafter only to corporations.)
Internet Availability of Proxy Materials.
Pursuant to Regulation 14A (the "Proxy Rules"), all
filers are required to post their proxy materials on a publicly
accessible internet website (other than EDGAR) and may choose to
(a) utilize the "notice and access" model for furnishing
proxy materials to stockholders by sending a notice of internet
availability complying with the Proxy Rules (the "Proxy Rule
Notice") or (b) deliver a
