2011 Connecticut Code
Title 33 Corporations
Chapter 601 Business Corporations
Sec. 33-860. Notice of appraisal rights.

      Sec. 33-860. Notice of appraisal rights. (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 must state that the corporation has concluded that the shareholders are, are not or may be entitled to assert appraisal rights 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 sent to those record shareholders entitled to exercise appraisal rights.

      (b) In a merger pursuant to section 33-818, the parent corporation must notify in writing all record shareholders of the subsidiary who are entitled to assert appraisal rights that the corporate action became effective. Such notice must 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 must be given 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, 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 nonvoting and nonconsenting 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 any corporate action specified 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) The annual financial statements specified in subsection (a) of section 33-951 of the corporation that issued the shares that may be subject to appraisal, which shall be as of a date ending not more than sixteen months before the date of the notice and shall comply with subsection (b) of section 33-951, except that, if such annual financial statements are not reasonably available, the corporation shall provide reasonably equivalent financial information; and

      (2) The latest available quarterly 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.

      (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.)

      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. 94-186, Sec. 150 cited. 44 CS 12.

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