Memorandum Opinion - the Circuit Court for Baltimore City

shareholders permitting such voting rights. There was no such vote with respect to the sharesthat Whitney acquired from Demes and Ramirez.In 2005 Weiss grew concerned about her investment in MDMSA when she noticedthat she was not receiving regular financial reports, and that MDMSA had not held annualshareholder meetings in 2002, 2003, and 2004. Weiss contacted and organized some of theWIN student investors and began to exercise some shareholder rights. Whitney attempted tohold a shareholder meeting in 2005 but his efforts failed because Weiss, unhappy thatWhitney had refused to disclose certain information on MDMSA prior to the meeting,advised other shareholders not to attend and a quorum was not established. In March 2006Whitney arranged for a second meeting. Weiss sent a lawyer to represent her and her groupbut the meeting never progressed beyond a role call. Carl Linder, an attorney from RRA thenrepresenting Whitney and WIN, advised those present that Whitney and WIN wanted to sellthe Hotel. Linder refused to provide any information on the identity of the purchaser, thepurchase price, and whether there would be any remaining proceeds to distribute to theshareholders. The shareholders thus refused to authorize the sale.In April 2006 Weiss and other investors in MDMSA called a shareholders’ meetingin Panama, MDMSA’s place of incorporation, and successfully ousted Whitney’s board ofdirectors and management group. They installed a new board of directors, which appointedWeiss as President of MDMSA. After this meeting, Whitney wrote the shareholders askingfor a proxy so that he could sell the hotel. Again, as at the March meeting, no informationwas given about the planned sale. After Weiss sought unsuccessfully to gain physicalpossession of the hotel and Whitney purportedly transferred ownership of the Hotel tohimself, MDMSA filed criminal and civil proceedings against Whitney and WIN in CostaRica. Those proceedings are pending.5