2011 Connecticut Code
Title 33 Corporations
Chapter 601 Business Corporations
Sec. 33-862. Appraisal notice and form.

      Sec. 33-862. Appraisal notice and form. (a) If proposed corporate action requiring appraisal rights under subsection (a) of section 33-856 becomes effective, the corporation must deliver a written appraisal notice and form required by subdivision (1) of subsection (b) of this section to all shareholders who satisfied the requirements of section 33-861. In the case of a merger under section 33-818, the parent must deliver a written appraisal notice and form to all record shareholders who may be entitled to assert appraisal rights.

      (b) The appraisal notice must be sent 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 shall:

      (1) Supply a form that (A) specifies the first date of any announcement to shareholders made prior to 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;

      (2) State:

      (A) Where the form must be sent and where certificates for certificated shares must be deposited and the date by which those certificates must be deposited, which date may not be earlier than the date for receiving 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 and form under subsection (a) of this section are 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.

      (P.A. 94-186, S. 152, 215; P.A. 01-199, S. 20; P.A. 09-55, S. 2.)

      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. 94-186, Sec. 152 cited. 44 CS 12.