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KRAMER v. LIBERTY PROPERTY

No. 23, Sept. Term, 2008.

968 A.2d 120 (2009)

Richard L. KRAMER v. LIBERTY PROPERTY TRUST f/k/a Republic Property Trust.

Court of Appeals of Maryland.

March 23, 2009.

Attorney(s) appearing for the Case

Stephen P. Sorenson (Paul Martin Wolff, Williams & Connolly LLP, Washington, DC), on brief, for Appellant.

Mark E. Nagle (Jennifer D. Chapman, Troutman Sanders LLP, Washington, DC), on brief, for Appellee.

Argued Before BELL, C.J., HARRELL, BATTAGLIA, GREENE, MURPHY, ADKINS and BARBERA, JJ.

GREENE, Judge.

Section 2-418 of the Corporations and Associations Article, Md.Code (1975, 2007 Repl.Vol.), authorizes a corporation to indemnify or advance expenses to a director who is a "party" to a "proceeding." Under the statute, a "`[p]arty' includes a person who was, is, or is threatened to be made a named defendant or respondent in a proceeding." Id. § 2-418(a)(6). "`Proceeding' means any threatened, pending or completed action, suit or proceeding...

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