§ 33-860 — Notice of appraisal rights.

Connecticut § 33-860

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

Text

(a) Where any corporate action specified in subsection (a) of section 33-856 is to be submitted to a vote at a shareholders' meeting, the meeting notice, or where no approval of such action is required pursuant to subdivision (10) of section 33-817, the offer made pursuant to subdivision (10) of section 33-817 must state that the corporation has concluded that the appraisal rights are, are not or may be available under sections 33-855 to 33-872, inclusive. If the corporation concludes that appraisal rights are or may be available, a copy of sections 33-855 to 33-872, inclusive, must accompany the meeting notice or offer sent to those record shareholders entitled to exercise appraisal rights. (b) In a merger pursuant to section 33-818 , the parent corporation shall notify in writing all record shareholders of the subsidiary who are entitled to assert appraisal rights that the corporate action became effective. Such notice shall be sent within ten days after the corporate action became effective and include the materials described in section 33-862 . (c) Where any corporate action specified in subsection (a) of section 33-856 is to be approved by written consent of the shareholders pursuant to section 33-698 : (1) Written notice that appraisal rights are, are not or may be available shall be sent to each record shareholder from whom a consent is solicited at the time consent of such shareholder is first solicited and, if the corporation has concluded that appraisal rights are or may be available, the notice must be accompanied by a copy of sections 33-855 to 33-872 , inclusive; and (2) Written notice that appraisal rights are, are not or may be available must be delivered together with the notice to nonconsenting and nonvoting shareholders required by subsections (e) and (f) of section 33-698 , may include the materials described in section 33-862 and, if the corporation has concluded that appraisal rights are or may be available, must be accompanied by a copy of sections 33-855 to 33-872 , inclusive. (d) Where corporate action described in subsection (a) of section 33-856 is proposed, or a merger pursuant to section 33-818 is effected, the notice referred to in subsection (a) or (c) of this section, if the corporation concludes that appraisal rights are or may be available, and in subsection (b) of this section, shall be accompanied by: (1) Financial statements of the corporation that issued the shares that may be subject to appraisal, consisting of a balance sheet as of the end of the fiscal year ending not more than sixteen months before the date of the notice, an income statement for that fiscal year and a cash flow statement for that fiscal year, provided if such financial statements are not reasonably available, the corporation shall provide reasonably equivalent financial information; and (2) The latest interim financial statements of such corporation, if any. (e) The right to receive the information described in subsection (d) of this section may be waived in writing by a shareholder before or after the corporate action.

Legislative History

(P.A. 94-186, S. 150, 215; P.A. 01-199, S. 18; P.A. 09-55, S. 8; P.A. 10-35, S. 4; P.A. 11-147, S. 20; P.A. 17-108, S. 17.) History: P.A. 94-186 effective January 1, 1997; P.A. 01-199 amended Subsec. (a) to rephrase provisions, replace “dissenters' rights” with “appraisal rights” and permit the meeting notice to state that shareholders “are not” entitled to appraisal rights, deleted former Subsec. (b) re notification by the corporation of all shareholders entitled to assert dissenters' rights when corporate action creating dissenters' rights under Sec. 33-856 is taken without vote of shareholders and added new Subsec. (b) re notification by the parent corporation of all record shareholders of the subsidiary who are entitled to assert appraisal rights after a merger pursuant to Sec. 33-818; P.A. 09-55 amended Subsec. (a) to make slight changes in wording and added Subsec. (c) re notice of appraisal rights where any corporate action is to be approved by written consent of the shareholders; P.A. 10-35 added Subsec. (d) to require additional financial statements re proposed action under Sec. 33-856(a) or merger under Sec. 33-818, and added Subsec. (e) re waiver of right to receive information under Subsec. (d); P.A. 11-147 amended Subsec. (c)(1) to require notice to be “sent”, rather than “given”, to each record shareholder; P.A. 17-108 amended Subsec. (a) by adding provision re no approval of action required pursuant to Sec. 33-817(10), replacing “shareholders are, are not or may be” with “appraisal rights are, are not or may be available”, and adding “or offer”, amended Subsec. (b) by replacing “must” with “shall”, amended Subsec. (c) by replacing “must” with “shall” and adding “the notice” in Subdiv. (1), amended Subsec. (d) by replacing “any corporate action specified” with “corporate action described”, replacing provision re annual financial statements specified in Sec. 33-951 with “financial statements”, replacing “which shall be as of a date” with “consisting of a balance sheet as of the end of the fiscal year”, replacing provision re compliance with Sec. 33-951(b) with provision re income statement for fiscal year and cash flow statement for fiscal year in Subdiv. (1), replacing “available quarterly” with “interim” in Subdiv. (2), and made technical and conforming changes. Cited. 44 CS 12.