§ 33-862 — Appraisal notice and form.

Connecticut § 33-862

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

Text

(a) If a corporate action requiring appraisal rights under subsection (a) of section 33-856 becomes effective, the corporation shall deliver a written appraisal notice and the form required by subsection (b) of this section to all shareholders who satisfy the requirements of subsection (a), (b) or (c) of section 33-861. In the case of a merger under section 33-818, the parent shall deliver an appraisal notice and form to all record shareholders who may be entitled to assert appraisal rights. (b) The appraisal notice shall be delivered no earlier than the date the corporate action specified in subsection (a) of section 33-856 became effective and no later than ten days after such date, and must: (1) Supply a form that (A) specifies the first date of any announcement to shareholders made before the date the corporate action became effective of the principal terms of the proposed corporate action, (B) if such announcement was made, requires the shareholder asserting appraisal rights to certify whether beneficial ownership of those shares for which appraisal rights are asserted was acquired before that date, and (C) requires the shareholder asserting appraisal rights to certify that such shareholder did not vote for or consent to the transaction as to the class or series of shares for which appraisal is sought; (2) State: (A) Where the form shall be sent and where certificates for certificated shares shall be deposited and the date by which those certificates must be deposited, which date may not be earlier than the date by which the corporation must receive the required form under subparagraph (B) of this subdivision; (B) A date by which the corporation must receive the form which date may not be fewer than forty nor more than sixty days after the date the appraisal notice under subsection (a) of this section is sent, and state that the shareholder shall have waived the right to demand appraisal with respect to the shares unless the form is received by the corporation by such specified date; (C) The corporation's estimate of the fair value of the shares; (D) That, if requested in writing, the corporation will provide, to the shareholder so requesting, within ten days after the date specified in subparagraph (B) of this subdivision, the number of shareholders who return the forms by the specified date and the total number of shares owned by them; and (E) The date by which the notice to withdraw under section 33-863 must be received, which date must be within twenty days after the date specified in subparagraph (B) of this subdivision; and (3) Be accompanied by a copy of sections 33-855 to 33-872 , inclusive.

Legislative History

(P.A. 94-186, S. 152, 215; P.A. 01-199, S. 20; P.A. 09-55, S. 2; P.A. 11-147, S. 22; P.A. 17-108, S. 19.) History: P.A. 94-186 effective January 1, 1997; P.A. 01-199 amended Subsec. (a) to revise and rephrase provisions, replace “dissenters' rights” with “appraisal rights” and add provision re delivery of appraisal notice and form in the case of a merger under Sec. 33-818 and amended Subsec. (b) to substantially revise provisions, including replacing “dissenters' notice” and “dissenters' rights” with “appraisal notice” and “appraisal rights”, respectively, requiring the notice be sent “no earlier than the date the corporate action became effective and no later than ten days after such date” rather than “no later than ten days after the corporate action was taken”, redesignating former Subdiv. (3) as Subdiv. (1) and amending to rephrase provisions and require the shareholder to certify that the shareholder did not vote for the transaction, redesignating former Subdiv. (1) as Subdiv. (2)(A) and amending to rephrase provisions and add provision that the deposit date “may not be earlier than the date for receiving the required form” under Subdiv. (2)(B), redesignating former Subdiv. (4) as Subdiv. (2)(B) and amending to rephrase provisions, require the form be received by a date not fewer than 40 days, rather than 30 days, after the date the notice and form are sent and require the notice to state “that the shareholder shall have waived the right to demand appraisal with respect to the shares unless the form is received by the corporation by such specified date”, adding Subdiv. (2)(C) re estimate of the fair value of the shares, adding Subdiv. (2)(D) re information re number of shareholders who return forms and total number of shares owned by them, adding Subdiv. (2)(E) re date by which a notice to withdraw must be received and redesignating former Subdiv. (5) as Subdiv. (3); P.A. 09-55 amended introductory language of Subsec. (b) to replace “shall” with “must”, insert “specified in subsection (a) of section 33-856” and make a technical change, and amended Subsec. (b)(1) to revise and restructure provisions, including replacing “the date of the first announcement to shareholders” with “the first date of any announcement to shareholders made prior to the date the corporate action became effective”, making provision re certification of the acquisition of shares conditioned on “if such announcement was made” and applicable to the acquisition of “beneficial ownership” of those shares and requiring the shareholder to also certify that such shareholder did not “consent to” the transaction; P.A. 11-147 amended Subsec. (a) to require corporation to “send”, rather than “deliver”, notice and form and require parent to deliver “an appraisal notice and form”, rather than “a written appraisal notice and form”, and amended Subsec. (b) to require appraisal notice be “delivered”, rather than “sent”, and delete in Subdiv. (2)(B) reference to the form under Subsec. (a) being sent; P.A. 17-108 amended Subsec. (a) by replacing “proposed corporate action” with “a corporate action”, replacing “must send” with “shall deliver”, deleting “subdivision (1) of”, adding “subsection (a), (b) or (c) of” and replacing “parent must” with “parent shall”, amended Subsec. (b) by replacing “must” with “shall”, adding “as to the class or series of shares for which appraisal is sought” in Subdiv. (1), and replacing “date for receiving” with “date by which the corporation must receive” in Subdiv. (2), and made technical changes. Cited. 44 CS 12.