District Court, D. Maryland June 21, 1991, Civ. JFM-91-1239, JFM-91-1410 (Larkin v. Baltimore Bancorp)

OPINION

MOTZ, District Judge.

These cases arise from a proxy contest for control of Baltimore Bancorp (the

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“Bank”) between a group of dissident stockholders led by Edwin F. Hale (“Dissidents”) and the Bank’s current management (“Management”). Under the Bank’s existing bylaws six of its eighteen directors were to be elected at the annual stockholders meeting held in May.