§ 33-900 — Election to purchase in lieu of dissolution.

Connecticut § 33-900

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

Text

(a) In a proceeding under subdivision (1) of subsection (a) of section 33-896 to dissolve a corporation, the corporation may elect or, if it fails to elect, one or more shareholders may elect to purchase all shares owned by the petitioning shareholder at the fair value of the shares. An election pursuant to this section shall be irrevocable unless the court determines that it is equitable to set aside or modify the election. (b) An election to purchase pursuant to this section may be filed with the court at any time within ninety days after the filing of the petition under subdivision (1) of subsection (a) of section 33-896 or at such later time as the court in its discretion may allow. If the election to purchase is filed by one or more shareholders, the corporation shall, within ten days thereafter, give written notice to all shareholders, other than the petitioner. The notice must state the name and number of shares owned by the petitioner and the name and number of shares owned by each electing shareholder and must advise the recipients of their right to join in the election to purchase shares in accordance with this section. Shareholders who wish to participate must file notice of their intention to join in the purchase no later than thirty days after the effective date of the notice to them. All shareholders who have filed an election or notice of their intention to participate in the election to purchase thereby become parties to ownership of shares as of the date the first election was filed, unless they otherwise agree or the court otherwise directs. After an election has been filed by the corporation or one or more shareholders, the proceeding under subdivision (1) of subsection (a) of section 33-896 may not be discontinued or settled, nor may the petitioning shareholder sell or otherwise dispose of his shares, unless the court determines that it would be equitable to the corporation and the shareholders, other than the petitioner, to permit such discontinuance, settlement, sale or other disposition. (c) If, within sixty days of the filing of the first election, the parties reach agreement as to the fair value and terms of purchase of the petitioner's shares, the court shall enter an order directing the purchase of petitioner's shares upon the terms and conditions agreed to by the parties. (d) If the parties are unable to reach an agreement as provided for in subsection (c) of this section, the court, upon application of any party, shall stay the proceedings under subdivision (1) of subsection (a) of section 33-896 and determine the fair value of the petitioner's shares as of the day before the date on which the petition was filed or as of such other date as the court deems appropriate under the circumstances. (e) Upon determining the fair value of the shares, the court shall enter an order directing the purchase upon such terms and conditions as the court deems appropriate, which may include payment of the purchase price in installments, where necessary in the interests of equity, provision for security to assure payment of the purchase price and any additional costs, fees and expenses as may have been awarded, and, if the shares are to be purchased by shareholders, the allocation of shares among them. In allocating the petitioner's shares among holders of different classes of shares, the court should attempt to preserve the existing distribution of voting rights among holders of different classes insofar as practicable and may direct that holders of a specific class or classes shall not participate in the purchase. Interest may be allowed at the rate and from the date determined by the court to be equitable, but if the court finds that the refusal of the petitioning shareholder to accept an offer of payment was arbitrary or otherwise not in good faith, no interest shall be allowed. In a proceeding under subdivision (1) of subsection (a) of section 33-896 , if the court finds that the petitioning shareholder had probable grounds for relief under said subdivision, it may award to the petitioning shareholder reasonable fees and expenses of counsel and of any experts employed by him. (f) Upon entry of an order under subsection (c) or (e) of this section, the court shall dismiss the petition to dissolve the corporation under section 33-896 , and the petitioning shareholder shall no longer have any rights or status as a shareholder of the corporation, except the right to receive the amounts awarded to him by the order of the court which shall be enforceable in the same manner as any other judgment. (g) The purchase ordered pursuant to subsection (e) of this section shall be made within ten days after the date the order becomes final unless before that time the corporation files with the court a notice of its intention to adopt a certificate of dissolution pursuant to sections 33-881 and 33-882 , which certificate of dissolution must then be adopted and filed within fifty days thereafter. Upon filing of such certificate of dissolution, the corporation shall be dissolved in accordance with the provisions of sections 33-884 to 33-887 , inclusive, and the order entered pursuant to subsection (e) of this section shall no longer be of any force or effect, except that the court may award the petitioning shareholder reasonable fees and expenses in accordance with the provisions of the last sentence of subsection (e) of this section and the petitioner may continue to pursue any claims previously asserted on behalf of the corporation. (h) Any payment by the corporation pursuant to an order under subsection (c) or (e) of this section, other than an award of fees and expenses pursuant to subsection (e) of this section, is subject to the provisions of section 33-687 .

Legislative History

(P.A. 94-186, S. 177, 215; P.A. 96-271, S. 128, 254; P.A. 97-246, S. 28, 99; June Sp. Sess. P.A. 98-1, S. 118, 121; P.A. 06-68, S. 14; P.A. 09-55, S. 27.) History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 corrected statutory reference by replacing “subdivision (2) of section 33-896” with “subdivision (1) of subsection (a) of section 33-896” where appearing and amended Subsec. (g) to replace “articles” of dissolution with “certificate” of dissolution where appearing, effective January 1, 1997; P.A. 97-246 amended Subsec. (e) to make a technical change, effective June 27, 1997; June Sp. Sess. P.A. 98-1 amended Subsec. (a) to specify that the proceeding is a proceeding “by a shareholder” and to include a proceeding under Sec. 33-896(a)(2), amended Subsecs. (b) and (d) to include a proceeding under Sec. 33-896(a)(2) and amended Subsec. (e) to rephrase provision re the award of fees and expenses of counsel and of experts, effective June 24, 1998; P.A. 06-68 amended Subsec. (a) by deleting “by a shareholder” and reference to Sec. 33-896(b)(2) and replacing “has no shares listed on a national securities exchange or regularly traded in a market maintained by one or more members of a national or affiliated securities association” with “is not a public corporation”; P.A. 09-55 amended Subsec. (a) to delete provision making section applicable only to corporation “that is not a public corporation” and amended Subsecs. (b) and (d) to delete references to petition or proceeding under Sec. 33-896(b)(2).