Connecticut General Statutes
Chapter 601 - Business Corporations
Section 33-817. - Action on plan of merger or share exchange.

In the case of a domestic corporation that is a party to a merger or the acquired corporation in a share exchange, the plan of merger or share exchange shall be adopted in the following manner:

(1) The plan of merger or share exchange shall first be adopted by the board of directors.
(2) Except as provided in subdivisions (8), (10) and (12) of this section and section 33-818, the plan of merger or share exchange shall then be approved by the shareholders. In submitting the plan of merger or share exchange to the shareholders for approval, the board of directors shall recommend that the shareholders approve the plan, or, in the case of an offer referred to in subparagraph (B) of subdivision (10) of this section, that the shareholders tender their shares to the offeror in response to the offer, unless (A) the board of directors makes a determination that because of conflicts of interest or other special circumstances it should not make such a recommendation, or (B) section 33-754 applies. If either subparagraph (A) or (B) of this subdivision applies, the board of directors shall inform the shareholders of the basis for its so proceeding.
(3) The board of directors may set conditions for the approval of the plan of merger or share exchange by the shareholders or the effectiveness of the plan of merger or share exchange.
(4) If the plan of merger or share exchange is required to be approved by the shareholders, and if the approval is to be given at a meeting, the corporation shall notify each shareholder, regardless of whether entitled to vote, of the meeting of shareholders at which the plan is to be submitted for approval. The notice must state that the purpose, or one of the purposes, of the meeting is to consider the plan and must contain or be accompanied by a copy or summary of the plan. If the corporation is to be merged into an existing foreign or domestic corporation, the notice must also include or be accompanied by a copy or summary of the certificate of incorporation and bylaws of that corporation. If the corporation is to be merged with a domestic or foreign corporation and a new domestic or foreign corporation is to be created pursuant to the merger, the notice must include or be accompanied by a copy or a summary of the certificate of incorporation and bylaws of the new corporation.
(5) Unless the certificate of incorporation, or the board of directors acting pursuant to subdivision (3) of this section, requires a greater vote or a greater quorum, approval of the plan of merger or share exchange requires the approval of the shareholders at a meeting at which a quorum exists consisting of a majority of the votes entitled to be cast on the plan, and, if any class or series of shares is entitled to vote as a separate group on the plan of merger or share exchange, the approval of each such separate voting group at a meeting at which a quorum of the voting group is present consisting of a majority of the votes entitled to be cast on the plan of merger or share exchange by that voting group.
(6) Subject to subdivision (7) of this section, separate voting by voting groups is required: (A) On a plan of merger, by each class or series of shares that: (i) Are to be converted under the plan of merger into shares, other securities, interests, obligations, rights to acquire shares or other securities or interests, cash, other property, or any combination thereof; or (ii) are entitled to vote as a separate group on a provision in the plan that, constitutes a proposed amendment to the certificate of incorporation of a surviving corporation that requires action by separate voting groups under section 33-798; (B) on a plan of share exchange, by each class or series of shares included in the exchange, with each class or series constituting a separate voting group; and (C) on a plan of merger or share exchange, if the voting group is entitled under the certificate of incorporation to vote as a voting group to approve a plan of merger or share exchange, respectively.
(7) The certificate of incorporation may expressly limit or eliminate the separate voting rights provided in subparagraph (A)(i) of subdivision (6) of this section and in subparagraph (B) of subdivision (6) of this section as to any class or series of shares, except when the plan of merger or share exchange (A) includes what is or would be in effect an amendment subject to subparagraph (A)(ii) of subdivision (6) of this section, and (B) will not effect a substantive business combination.
(8) Unless the certificate of incorporation otherwise provides, approval by the corporation's shareholders of a plan of merger is not required if: (A) The corporation will survive the merger; (B) except for amendments permitted by section 33-796, its certificate of incorporation will not be changed; and (C) each shareholder of the corporation whose shares were outstanding immediately before the effective date of the merger will hold the same number of shares, with identical preferences, rights and limitations, immediately after the effective date of the merger.
(9) If, as a result of a merger or a share exchange, one or more shareholders of a domestic corporation would become subject to personal liability for the obligations or liabilities of any other person or entity, approval of the plan of merger or share exchange requires the signing in connection with the transaction, by each such shareholder, of a separate written consent to become subject to such personal liability.
(10) Unless the certificate of incorporation otherwise provides, approval by the shareholders of a plan of merger or share exchange is not required if: (A) The plan of merger or share exchange expressly (i) permits or requires the merger or share exchange to be effected under this subdivision, and (ii) provides that, if the merger or share exchange is to be effected under this subdivision, the merger or share exchange will be effected as soon as practicable following the satisfaction of the requirement set forth in subparagraph (F) of this subdivision; (B) another party to the merger, the acquiring corporation in the share exchange, or a parent of another party to the merger or the acquiring corporation in the share exchange, makes an offer to purchase, on the terms provided in the plan of merger or share exchange, any and all of the outstanding shares of the corporation that, absent the provisions of this subdivision, would be entitled to vote on the plan of merger or share exchange, except that the offer may exclude shares of the corporation that are owned at the commencement of the offer by the corporation, the offeror or any parent of the offeror, or by any wholly owned subsidiary of the corporation, the offeror or by any wholly owned subsidiary of any of them; (C) the offer discloses that the plan of merger or share exchange provides that the merger or share exchange will be effected as soon as practicable following the satisfaction of the requirement set forth in subparagraph (F) of this subdivision and that the shares of the corporation that are not tendered in response to the offer will be treated as set forth in subparagraph (H) of this subdivision; (D) the offer remains open for at least ten days; (E) the offeror purchases all shares properly tendered in response to the offer and not properly withdrawn; (F) the shares set forth in this subparagraph are collectively entitled to cast at least the minimum number of votes on the merger or share exchange that, absent the provisions of this subdivision, would be required by sections 33-814 to 33-821a, inclusive, and by the certificate of incorporation for the approval of the merger or share exchange by the shareholders and by any other voting group entitled to vote on the merger or share exchange at a meeting at which all shares entitled to vote on the approval were present and voted: (i) Shares purchased by the offeror in accordance with the offer; (ii) shares otherwise owned by the offeror or by any parent of the offeror or any wholly owned subsidiary of the offeror or by any parent of the offeror; and (iii) shares subject to an agreement that are to be transferred, contributed or delivered to the offeror, any parent of the offeror or any wholly owned subsidiary of any of them in exchange for shares in such offeror, parent or subsidiary; (G) the offeror or a wholly owned subsidiary of the offeror merges with or into, or effects a share exchange in which it acquires shares of the corporation; and (H) each outstanding share of each class or series of shares of the corporation that the offeror is offering to purchase in accordance with the offer, and that is not purchased in accordance with the offer, is to be converted in the merger into, or into the right to receive, or is to be exchanged in the share exchange for, or for the right to receive, the same amount and kind of securities, interests, obligations, rights, cash or other property to be paid or exchanged in accordance with the offer for each share of that class or series of shares that is tendered in response to the offer, except that shares of the corporation that are owned by the corporation or that are described in subparagraph (F)(ii) or (iii) of this subdivision need not be converted into or exchanged for the consideration described in this subparagraph.
(11) As used in subdivision (10) of this section, (A) “offer” means the offer referred to in subparagraph (B) of subdivision (10) of this section; (B) “offeror” means the person making the offer; (C) “parent” of a corporation means a person that owns, directly or indirectly, through one or more wholly owned subsidiaries, all of the outstanding shares of that corporation; (D) shares tendered in response to the offer shall be deemed to have been “purchased” in accordance with the offer at the earliest time as of which (i) the offeror has irrevocably accepted those shares for payment, and (ii) either (I) in the case of shares represented by certificates, the offeror, or the offeror's designated depository or other agent, has physically received the certificates representing those shares, or (II) in the case of shares without certificates, those shares have been transferred into the account of the offeror or its designated depository or other agent, or an agent's message relating to those shares has been received by the offeror or its designated depository or other agent; and (E) “wholly owned subsidiary” of a person means an entity of or in which that person owns, directly or indirectly, through one or more wholly owned subsidiaries, all of the outstanding shares or interests.
(12) Unless the certificate of incorporation otherwise provides, (A) approval of a plan of share exchange by the shareholders of a domestic corporation is not required if the corporation is the acquiring corporation in the share exchange; and (B) shares not to be exchanged under the plan of share exchange are not entitled to vote on the plan.
(13) Notwithstanding any provision of subdivision (5) of this section, a plan of merger or share exchange of a corporation which was incorporated under the laws of this state, whether under chapter 599 of the general statutes, revision of 1958, revised to January 1, 1995, or any other general law or special act, prior to January 1, 1997, to be authorized by such corporation, shall be approved by (A) the affirmative vote of at least two-thirds of the voting power of each voting group entitled to vote thereon unless (i) the certificate of incorporation expressly provides otherwise, or (ii) approval by the corporation's shareholders of the plan of merger or share exchange is not required under either subdivision (8) or (10) of this section, and (B) the affirmative vote of at least two-thirds of the voting power of each class of stock of such corporation outstanding prior to January 1, 1997, and not otherwise entitled to vote thereon, unless (i) the certificate of incorporation expressly provides otherwise; or (ii) approval by the corporation's shareholders of the plan of merger or share exchange is not required under either subdivision (8) or (10) of this section.
(P.A. 94-186, S. 134, 215; P.A. 96-271, S. 99–103, 254; P.A. 03-18, S. 20; P.A. 10-35, S. 7; P.A. 11-241, S. 37; P.A. 17-108, S. 15.)
History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 replaced “articles” of incorporation with “certificate” of incorporation where appearing, amended Subsec. (i) to replace “articles” of merger or share exchange with “certificate” of merger or share exchange and amended Subsec. (j) to replace “January 1, 1996” with “January 1, 1997”, effective January 1, 1997; P.A. 03-18 substantially revised section, deleting former Subsecs. (a) and (b), adding provision re domestic corporation that is a party to a merger or share exchange, adding Subdivs. (1) and (2) re adoption of plan by board and submission of plan to shareholders for approval, redesignating Subsecs. (c) to (g) as Subdivs. (3) to (7) and adding provisions re shareholder approval and meeting, re copy or summary of certificate of incorporation or organizational documents included in shareholder notice, re separate voting by each class or series of shares and by voting group and re when shareholder approval of plan is not required unless the certificate of incorporation otherwise provides, deleting former Subsecs. (g)(3) and (4), (h) and (i), adding Subdiv. (8) re consent to personal liability, redesignating Subsec. (j) as Subdiv. (9), and making conforming and technical changes throughout, effective July 1, 2003; P.A. 10-35 amended Subdiv. (2) to designate existing provisions re board determination that it should not make a recommendation due to conflicts of interest or other special circumstances as Subpara. (A), add Subpara. (B) re whether Sec. 33-754 applies, and provide that if Subpara. (A) or (B) applies, board must transmit to shareholders basis for so proceeding, rather than basis for determination; P.A. 11-241 amended Subdiv. (4) to delete provisions re other entity and organizational documents and change “must” to “shall”, effective January 1, 2014; P.A. 17-108 substantially amended section including by adding reference to acquired corporation, adding “, the plan of merger or share exchange shall be adopted in the following manner”, replacing “must” with “shall first” in Subdiv. (1), replacing reference to Subdiv. (7) with reference to Subdivs. (8), (10) and (12), deleting provision re board must submit plan to shareholders, and adding provisions re plan or share exchange to be approved by shareholders and shareholders to tender shares to offeror in response to offer in Subdiv. (2), replacing “on any basis” with “or the effectiveness of the plan of merger or share exchange” in Subdiv. (3), replacing “shall” with “must”, replacing references to corporation with references to domestic or foreign corporation, and adding references to bylaws in Subdiv. (4), replacing provisions re approval by voting group with provisions re same in Subdiv. (5), adding reference to Subdiv. (7), adding “or interests”, replacing “if contained in” with “constitutes”, and replacing “, would require” with “of a surviving corporation that requires” in Subdiv. (6), adding new Subdiv. (7) re separate voting rights, redesignating existing Subdiv. (7) as new Subdiv. (8) and amending same to delete references to share exchange, redesignating existing Subdiv. (8) as new Subdiv. (9) and amending same to replace “execution” with “signing in connection with the transaction”, adding Subdiv. (10) re approval by shareholders of plan of merger or share exchange not required, adding Subdiv. (11) re definitions, adding Subdiv. (12) re approval of plan of share exchange by shareholders not required, redesignating existing Subdiv. (9) as Subdiv. (13) and amending same to delete provisions re if corporation is surviving corporation of such merger, and adding provisions re approval by shareholders of plan of merger or share exchange not required, and making technical and conforming changes.

Structure Connecticut General Statutes

Connecticut General Statutes

Title 33 - Corporations

Chapter 601 - Business Corporations

Section 33-600. - Short title: Connecticut Business Corporation Act.

Section 33-601. - Construction of statutes.

Section 33-602. - Definitions.

Section 33-603. - Notices and other communications.

Section 33-603a. - Householding.

Section 33-604. - Number of shareholders.

Section 33-605. - Qualified director.

Section 33-606. - Defective corporate actions. Definitions.

Section 33-606a. - Defective corporate action not void or voidable, when.

Section 33-606b. - Ratification of defective corporate actions.

Section 33-606c. - Action on ratification.

Section 33-606d. - Notice requirements re action on ratification.

Section 33-606e. - Effect of ratification.

Section 33-606f. - Filings.

Section 33-606g. - Judicial proceeding re validity of corporate action.

Section 33-608. - Filing requirements.

Section 33-609. - Forms. Mailing address.

Section 33-610. - Effective time and date of document.

Section 33-611. - Correcting filed document.

Section 33-612. - Filing duty of Secretary of the State.

Section 33-613. - Appeal from Secretary of the State's refusal to file document.

Section 33-614. - Evidentiary effect of copy of filed document.

Section 33-615. - Certificate of existence or authorization.

Section 33-616. - Penalty for signing false document.

Section 33-617. - Fees payable to Secretary of the State.

Section 33-618. - Franchise tax.

Section 33-622. - Powers of Secretary of the State.

Section 33-623. - Regulations regarding electronic filing.

Section 33-624. - Interrogatories by Secretary of the State.

Section 33-635. - Incorporators.

Section 33-636. - Certificate of incorporation.

Section 33-637. - Incorporation.

Section 33-638. - Liability for preincorporation transactions.

Section 33-639. - Organization of corporation.

Section 33-640. - Bylaws.

Section 33-641. - Emergency bylaws.

Section 33-642. - Certificate of incorporation or bylaws may require that internal corporate claims be brought in specified courts.

Section 33-645. - Purposes.

Section 33-646. - Authorization to form corporation to transact insurance business.

Section 33-647. - General powers.

Section 33-648. - Emergency powers.

Section 33-649. - Ultra vires.

Section 33-655. - Corporate name.

Section 33-656. - Reserved name.

Section 33-657. - Registered name.

Section 33-660. - Registered office and registered agent.

Section 33-661. - Change of registered office or registered agent.

Section 33-662. - Resignation of registered agent.

Section 33-663. - Service of process on corporation.

Section 33-665. - Authorized shares.

Section 33-666. - Terms of class or series of shares.

Section 33-667. - Issued and outstanding shares.

Section 33-668. - Fractional shares.

Section 33-671. - Subscription for shares before incorporation.

Section 33-672. - Issuance of shares.

Section 33-673. - Liability of shareholders.

Section 33-673a. - Definitions.

Section 33-673b. - Limitation on liability of an interest holder of a domestic entity. Application of veil piercing doctrine, when permitted.

Section 33-673c. - Liability of domestic entity based upon reverse veil piercing doctrine, not permitted.

Section 33-674. - Share dividends.

Section 33-675. - Share options and other equity compensation awards.

Section 33-676. - Form and content of certificates.

Section 33-677. - Shares without certificates.

Section 33-678. - Restriction on transfer of shares and other securities.

Section 33-679. - Expense of issue.

Section 33-680. - Surrender of share certificates.

Section 33-683. - Shareholder's preemptive rights.

Section 33-684. - Corporation's acquisition of its own shares.

Section 33-687. - Distributions to shareholders.

Section 33-695. - Annual meeting.

Section 33-696. - Special meeting.

Section 33-697. - Court-ordered meeting.

Section 33-698. - Action without meeting.

Section 33-699. - Notice of meeting.

Section 33-700. - Waiver of notice.

Section 33-701. - Record date.

Section 33-702. - Chairperson to preside.

Section 33-703. - Remote participation in annual and special meetings.

Section 33-704. - Shareholders' list for meeting.

Section 33-705. - Voting entitlement of shares.

Section 33-706. - Proxies.

Section 33-707. - Shares held by nominees.

Section 33-708. - Corporation's acceptance or rejection of votes.

Section 33-709. - Quorum and voting requirements for voting groups.

Section 33-710. - Action by single and multiple voting groups.

Section 33-711. - Greater quorum or voting requirement.

Section 33-712. - Voting for directors. Cumulative voting.

Section 33-713. - Inspectors.

Section 33-715. - Voting trust.

Section 33-716. - Voting agreement.

Section 33-717. - Shareholder agreement.

Section 33-720. - Derivative proceedings. Definitions.

Section 33-721. - Standing.

Section 33-722. - Demand.

Section 33-723. - Stay of proceedings.

Section 33-724. - Dismissal.

Section 33-725. - Discontinuance or settlement.

Section 33-726. - Payment of expenses.

Section 33-727. - Applicability to foreign corporations.

Section 33-735. - Requirements for and duties of board of directors.

Section 33-736. - Qualifications for directors or nominees for directors.

Section 33-737. - Number and election of directors.

Section 33-738. - Election of directors by certain classes of shareholders.

Section 33-739. - Terms of directors generally.

Section 33-740. - Staggered terms for directors.

Section 33-741. - Resignation of directors.

Section 33-742. - Removal of directors by shareholders.

Section 33-743. - Removal of directors by judicial proceeding.

Section 33-744. - Vacancy on board of directors.

Section 33-745. - Compensation of directors.

Section 33-748. - Meetings.

Section 33-749. - Action without meeting.

Section 33-750. - Notice of meeting.

Section 33-751. - Waiver of notice.

Section 33-752. - Quorum and voting.

Section 33-753. - Committees.

Section 33-754. - Submission of matters for shareholder vote.

Section 33-756. - General standards of conduct for directors.

Section 33-757. - Liability for unlawful distribution.

Section 33-758. - General standards of liability for directors.

Section 33-763. - Officers.

Section 33-764. - Functions of officers.

Section 33-765. - Standards of conduct for officers.

Section 33-766. - Resignation and removal of officers.

Section 33-767. - Contract rights of officers.

Section 33-770. - Definitions.

Section 33-771. - Permissible indemnification.

Section 33-772. - Mandatory indemnification.

Section 33-773. - Advance for expenses.

Section 33-774. - Court-ordered indemnification and advance for expenses.

Section 33-775. - Determination and authorization of indemnification.

Section 33-776. - Indemnification of and advance for expenses to officers. Indemnification by corporations incorporated prior to January 1, 1997.

Section 33-777. - Insurance.

Section 33-778. - Variation by corporate action.

Section 33-779. - Exclusivity of provisions.

Section 33-781. - Definitions.

Section 33-782. - Judicial action.

Section 33-783. - Directors' action.

Section 33-784. - Shareholders' action.

Section 33-785. - Taking advantage of a business opportunity.

Section 33-795. - Authority to amend.

Section 33-796. - Amendment by board of directors.

Section 33-797. - Amendment by board of directors and shareholders.

Section 33-798. - Voting on amendments by voting groups.

Section 33-799. - Amendment before issuance of shares.

Section 33-800. - Certificate of amendment.

Section 33-801. - Restated certificate of incorporation.

Section 33-802. - Amendment pursuant to reorganization.

Section 33-803. - Effect of amendment.

Section 33-806. - Amendment by shareholders or board of directors.

Section 33-807. - Bylaw increasing quorum or voting requirement for shareholders.

Section 33-808. - Bylaw increasing quorum or voting requirement for directors.

Section 33-809. - Bylaw provisions relating to the election of directors.

Section 33-814. - Definitions.

Section 33-815. - Merger.

Section 33-816. - Share exchange.

Section 33-817. - Action on plan of merger or share exchange.

Section 33-818. - Merger of subsidiary.

Section 33-819. - Certificate of merger or share exchange.

Section 33-820. - Effect of merger or share exchange.

Section 33-821. - Merger or share exchange with foreign corporation.

Section 33-821a. - Abandoned merger or share exchange.

Section 33-830. - Sale or other disposition of assets in regular course of business. Mortgage or other encumbrance, transfer or distribution of assets.

Section 33-831. - Sale or other disposition of assets leaving no significant continuing business activity.

Section 33-840. - Business combinations. Definitions.

Section 33-841. - Approval of business combination.

Section 33-842. - Exceptions.

Section 33-843. - Business combinations. Definitions.

Section 33-844. - Business combination with interested shareholder prohibited for five years unless approved by board of directors.

Section 33-845. - Excepted business combinations.

Section 33-855. - Definitions.

Section 33-856. - Right to appraisal.

Section 33-857. - Assertion of rights by nominees and beneficial owners.

Section 33-860. - Notice of appraisal rights.

Section 33-861. - Notice of intent to demand payment. Consequences of voting or consenting.

Section 33-862. - Appraisal notice and form.

Section 33-863. - Perfection of rights. Right to withdraw.

Section 33-864. - Share restrictions.

Section 33-865. - Payment.

Section 33-866. - Failure to take action.

Section 33-867. - After-acquired shares.

Section 33-868. - Procedure if shareholder dissatisfied with payment or offer.

Section 33-871. - Court action.

Section 33-872. - Court costs and expenses.

Section 33-880. - Dissolution by incorporators or initial directors.

Section 33-881. - Dissolution by board of directors and shareholders.

Section 33-882. - Certificate of dissolution.

Section 33-883. - Revocation of dissolution.

Section 33-884. - Effect of dissolution.

Section 33-885. - Requirements prior to final liquidating distribution of assets.

Section 33-886. - Known claims against dissolved corporation.

Section 33-887. - Unknown claims against dissolved corporation.

Section 33-887a. - Proceeding for determination of security for payment of contingent or unknown claims or claims arising after dissolution.

Section 33-887b. - Duties of directors of dissolved corporation.

Section 33-890. - Administrative dissolution.

Section 33-891. - Effect of administrative dissolution.

Section 33-892. - Reinstatement following administrative dissolution.

Section 33-893. - Appeal from refusal of reinstatement.

Section 33-896. - Grounds for judicial dissolution.

Section 33-897. - Procedure for judicial dissolution.

Section 33-898. - Receivership or custodianship.

Section 33-899. - Decree of dissolution.

Section 33-900. - Election to purchase in lieu of dissolution.

Section 33-903. - Deposit of assets with State Treasurer or other state official.

Section 33-910. - Provisions applicable to specially chartered corporations.

Section 33-911. - Formation of specially chartered corporation.

Section 33-912. - Amendment of special charter.

Section 33-913. - Surrender of charter and reincorporation.

Section 33-914. - Franchise tax.

Section 33-920. - Authority to transact business required.

Section 33-921. - Consequences of transacting business without authority.

Section 33-921a. - Limited amnesty for foreign corporation transacting business without authority.

Section 33-922. - Application for certificate of authority.

Section 33-923. - Amended certificate of authority.

Section 33-924. - Effect of certificate of authority.

Section 33-925. - Corporate name of foreign corporation.

Section 33-926. - Registered office and registered agent of foreign corporation.

Section 33-927. - Change of registered office or registered agent of foreign corporation.

Section 33-928. - Resignation of registered agent of foreign corporation.

Section 33-929. - Service of process on foreign corporation.

Section 33-932. - Withdrawal of foreign corporation.

Section 33-935. - Grounds for revocation.

Section 33-936. - Procedure for and effect of revocation.

Section 33-937. - Appeal from revocation.

Section 33-945. - Corporate records.

Section 33-946. - Inspection of records by shareholders.

Section 33-947. - Scope of inspection right.

Section 33-948. - Court-ordered inspection.

Section 33-949. - Inspection of records by directors.

Section 33-950. - Exception to notice requirement.

Section 33-951. - Financial statements for shareholders.

Section 33-952. - Other reports to shareholders.

Section 33-953. - Reports.

Section 33-954. - Failure to file report. Incorrect report.

Section 33-955. - Interim notice of change of director or officer.

Section 33-995. - Applicability to domestic corporations in existence on January 1, 1997.

Section 33-996. - Applicability to qualified foreign corporations.

Section 33-997. - Saving provisions.

Section 33-997a. - Reservation of power to amend or repeal.

Section 33-998. - Severability.