Connecticut General Statutes
Chapter 698a - Health Care and Related Service Groups
Section 38a-186. (Formerly Sec. 33-179n). - Disposition of property on termination. Prohibitions re stock transactions and mergers.

(a) In the event of the dissolution, liquidation or termination of the corporate existence of a domestic health care center that is organized as a nonprofit, nonstock corporation, no part of the property or assets of the health care center shall inure to the benefit of any director, officer, subscriber or employee of the corporation, each of whom by holding such position shall be deemed to have waived and relinquished all rights conferred by statute or otherwise upon subscribers of a corporation without capital stock to share in such assets upon dissolution, liquidation or termination. After the payment of all lawful claims against the corporation, all its remaining assets shall be devoted permanently and exclusively to the purposes for which the corporation is formed, or paid over to an organization organized and operated exclusively for charitable, educational and scientific purposes, and in such amount and proportions, as the board of directors in its discretion shall determine.

(b) No person may, with respect to a domestic health care center, (1) make a tender for or a request or invitation for tenders of, or enter into an agreement to exchange securities for or acquire in the open market or otherwise, any voting security of such health care center, (2) enter into any other agreement if, after the consummation of such agreement, such person would, directly or indirectly, or by conversion or by exercise of any right to acquire, be in control of such health care center, or (3) enter into an agreement to merge or consolidate with or otherwise to acquire control of such health care center, unless, at the time any offer, request or invitation is made or any agreement is entered into, or prior to the acquisition of the securities if no offer or agreement is involved, the person has complied with the provisions of section 38a-130.
(1971, P.A. 445, S. 14; P.A. 82-415, S. 10, 18; P.A. 16-213, S. 6.)
History: P.A. 82-415 deleted provision requiring center to hold all property and assets in perpetuity, limited the provisions of Subsec. (a) to centers organized as nonprofit, nonstock corporations and listed prohibitions re stock transactions, mergers and consolidations in new Subsec. (b); Sec. 33-179n transferred to Sec. 38a-186 in 1991; P.A. 16-213 amended Subsec. (a) by adding “domestic” re health care center, amended Subsec. (b) by adding “, with respect to a domestic health care center,” and replacing provisions re information required and approval of offer, request, invitation, agreement or acquisition by commissioner with reference to compliance with Sec. 38a-130, and made technical changes, effective July 1, 2016.

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