2011 Connecticut Code
Title 33 Corporations
Chapter 601 Business Corporations
Sec. 33-861. Notice of intent to demand payment. Consequences of voting or consenting.

      Sec. 33-861. Notice of intent to demand payment. Consequences of voting or consenting. (a) If a corporate action specified in subsection (a) of section 33-856 is submitted to a vote at a shareholders' meeting, a shareholder who wishes to assert appraisal rights with respect to any class or series of shares: (1) Must deliver to the corporation, before the vote is taken, written notice of the shareholder's intent to demand payment if the proposed action is effectuated, and (2) must not vote, or cause or permit to be voted, any shares of such class or series in favor of the proposed action.

      (b) If a corporate action specified in subsection (a) of section 33-856 is to be approved by less than unanimous written consent, a shareholder who wishes to assert appraisal rights with respect to any class or series of shares must not execute a consent in favor of the proposed action with respect to that class or series of shares.

      (c) A shareholder who fails to satisfy the requirements of subsection (a) or (b) of this section is not entitled to payment under sections 33-855 to 33-872, inclusive.

      (P.A. 94-186, S. 151, 215; P.A. 01-199, S. 19; P.A. 09-55, S. 9.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 01-199 rephrased provisions, made technical changes and amended Subsec. (a) to replace "creating dissenters' rights" with "requiring appraisal rights", replace "assert dissenters' rights" with "assert appraisal rights with respect to any class or series of shares", provide in Subdiv. (2) that the shareholder must not "cause or permit to be voted" any shares "of such class or series" and make technical changes for purposes of gender neutrality; P.A. 09-55 amended Subsec. (a) to make slight changes in wording and technical changes, added new Subsec. (b) re prohibited action of shareholder who wishes to assert appraisal rights if a corporate action is to be approved by less than unanimous written consent, redesignated existing Subsec. (b) as Subsec. (c) and amended same to replace "does not" with "fails to" and add reference to requirements of Subsec. (b).