Opting out of the Maryland Unsolicited Takeover Act

Almost all lodging REITs are incorporated in Maryland and are subject to the Maryland Unsolicited Takeover Act (MUTA) which provides REIT boards with a range of takeover defenses including he ability to implement staggered board elections. We have been at the forefront of the movement to demand that REITs opt-out of MUTA and require an affirmative vote of shareholders before opting in.

Model MUTA language

Giving Shareholders the Right to Amend Bylaws

In 2015 we’ve introduced a new proposal, asking shareholders to recommend the board give shareholders the right to amend the bylaws. In Maryland, shareholders do not have this right unless it’s affirmatively granted by the company. Particularly in the lodging REIT sector where shareholders can benefit from timely take-private transactions, it would be beneficial for shareholders to be able to pass broadly supported reforms more efficiently.

Model bylaw language