Two committees of the Maryland General Assembly did as they were told today, passing a revised version of a bill designed to stop hostile corporate takeovers in the state. That action sets the stage for next Tuesday's special session of the legislature called by Gov. Harry Hughes for the specific purpose of passing the legislation.
But, even though the script for today's action seemed well rehearsed, the intended outcome was in jeopardy this morning until Senate President Melvin A. Mickey Steinberg did some political arm-twisting on several of his senators.
"At 10 o'clock this morning there were five of eight people on my committee against the bill," said Sen. Thomas V. Mike Miller Jr. (D-Prince George's) the committee chairman. "Then Mickey asked us to vote for the bill. If Harry Hughes' people had asked, we would have said no. But for Mickey, we said yes."
Even as the state's corporate leaders were pleading their case to a joint meeting of Miller's committee and the House Judiciary Committee, Steinberg slipped into the back of the room and began motioning Senate committee members, one by one, to join him in a back office. There, he made his pitch.
After talking with Miller, vice-chairman Thomas P. O'Reilly (D-Prince George's), Sen. John A. Pica Jr. (D-Baltimore), Sen. Clarence Mitchell III (D-Baltimore), and Sen. Margaret C. Schweinhaut (D-Montgomery), Steinberg returned to the hearing room, smiled and said, "It's okay, I've got the votes now."
The original version of this bill passed the legislature with little debate. The bill was drafted after a federal court judge struck down Maryland's corporate takeover law last year at about the same time that Bendix Corp. was trying to take over the Bethesda-based Martin Marietta Corp.
But after the legislature passed the bill, several Maryland-based companies, most notably American Motors, told Hughes that some provisions in the legislation would make it difficult for them to conduct normal business, and they asked him to veto it.
The legislation as originally written would also have made the buying and selling of mutual funds very difficult. Hughes vetoed it two weeks ago, then called for the special session to correct the problems.
The new bill, rewritten by its original author, the Maryland Bar Association, exempts mutual funds and gives corporations such as American Motors the right to request exemption from the new law. It also eases some provisions of the original bill so as to make hostile takeovers difficult while still allowing corporations to carry on normal business.
The general sentiment among legislators today was that there is no need for a special session. The members of Judicial Proceedings who objected did so largely on those grounds.
"We're being stampeded," said Sen. Walter M. Baker (D-Cecil) one of two committee members who voted against the new bill. "I doubt if anyone has fully read or understands this bill. I don't see any reason why this can't wait until January."
The only people here who seem to feel the special session is necessary are Hughes and Speaker of the House of Delegates Benjamin L. Cardin, sponsor of the ill-fated original bill. Cardin is running for governor in 1986, and Hughes may run for the U.S. Senate that year. Both may need large campaign contributions from the state's well-heeled businesses.
"If you don't think politics is the reason for this special session, you are sadly mistaken," Miller said.