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

Connecticut § 33-857

• Jurisdiction: Connecticut
• Title 33: Corporations
• Ch. 601: Business Corporations

Text

(a) A record shareholder may assert appraisal rights as to fewer than all the shares registered in the record shareholder's name but owned by a beneficial shareholder only if the record shareholder objects with respect to all shares of the class or series owned by the beneficial shareholder and notifies the corporation in writing of the name and address of each beneficial shareholder on whose behalf appraisal rights are being asserted. The rights of a record shareholder who asserts appraisal rights for only part of the shares held of record in the record shareholder's name under this subsection shall be determined as if the shares as to which the record shareholder objects and the record shareholder's other shares were registered in the names of different record shareholders. (b) A beneficial shareholder may assert appraisal rights as to shares of any class or series held on behalf of the shareholder only if such shareholder: (1) Submits to the corporation the record shareholder's written consent to the assertion of such rights no later than the date referred to in subparagraph (B) of subdivision (2) of subsection (b) of section 33-862 ; and (2) does so with respect to all shares of the class or series that are beneficially owned by the beneficial shareholder.

Legislative History

(P.A. 94-186, S. 149, 215; P.A. 01-199, S. 17.) History: P.A. 94-186 effective January 1, 1997; P.A. 01-199 revised and rephrased section including replacing “dissenters' rights” with “appraisal rights” where appearing, amending Subsec. (a) to permit a record shareholder to assert appraisal rights as to fewer than all the shares registered in the record shareholder's name “only if the record shareholder objects with respect to all shares of the class or series owned by the beneficial shareholder” rather than “only if he dissents with respect to all shares owned beneficially by any one person” and amending Subsec. (b) to permit a beneficial shareholder to assert appraisal rights as to shares “of any class or series” held on behalf of the shareholder, require in Subdiv. (1) the submission of the record shareholder's written consent not later than the date referred to in Sec. 33-862(b)(2)(B) rather than not later than “the time the beneficial shareholder asserts dissenters' rights” and require in Subdiv. (2) that the beneficial shareholder does so with respect to “all shares of the class or series that are beneficially owned by the beneficial shareholder” rather than “all shares of which he is the beneficial shareholder or over which he has power to direct the vote”. Cited. 44 CS 12.