(a) A domestic entity may become a party to a merger under this part by approving a plan of merger. Such plan shall be in a record and contain:
(1) As to each merging entity, the entity's name, jurisdiction of organization and type;
(2) If the surviving entity is to be created in the merger, a statement to that effect and such entity's name, jurisdiction of organization and type;
(3) The manner of converting the interests in each party to the merger into interests, securities, obligations, rights to acquire interests or securities, cash or other property, or any combination thereof;
(4) If the surviving entity exists before the merger, any proposed amendments to such entity's public organic document or to such entity's private organic rules that are, or are proposed to be, in a record;
(5) If the surviving entity is to be created in the merger, such entity's proposed public organic document, if any, and the full text of such entity's private organic rules that are proposed to be in a record;
(6) The other terms and conditions of the merger; and
(7) Any other provision required by the law of a merging entity's jurisdiction of organization or the organic rules of a merging entity.
(b) A plan of merger may contain any other provision not prohibited by law.
(P.A. 11-241, S. 11.)
History: P.A. 11-241 effective January 1, 2014.
Structure Connecticut General Statutes
Chapter 616 - Entity Transactions
Section 34-600. - Definitions.
Section 34-601. - Relationship of chapter to other laws.
Section 34-602. - Required notice or approval.
Section 34-603. - Status of filings.
Section 34-604. - Nonexclusivity.
Section 34-605. - Reference to external facts.
Section 34-606. - Alternative means of approval of transactions.
Section 34-607. - Appraisal rights.
Section 34-608. - Excluded entities and transactions.
Section 34-611. - Merger authorized.
Section 34-612. - Plan of merger.
Section 34-613. - Approval of plan of merger.
Section 34-614. - Amendment or abandonment of plan of merger.
Section 34-615. - Certificate of merger; effective date.
Section 34-616. - Effect of merger.
Section 34-621. - Interest exchange authorized.
Section 34-622. - Plan of interest exchange.
Section 34-623. - Approval of interest exchange.
Section 34-624. - Amendment or abandonment of plan of interest exchange.
Section 34-625. - Certificate of interest exchange; effective date.
Section 34-626. - Effect of interest exchange.
Section 34-631. - Conversion authorized.
Section 34-632. - Plan of conversion.
Section 34-633. - Approval of plan of conversion.
Section 34-634. - Amendment or abandonment of plan of conversion.
Section 34-635. - Certificate of conversion; effective date.
Section 34-636. - Effect of conversion.
Section 34-641. - Domestication authorized.
Section 34-642. - Plan of domestication.
Section 34-643. - Approval of plan of domestication.
Section 34-644. - Amendment or abandonment of plan of domestication.
Section 34-645. - Statement of domestication; effective date.