2011 Connecticut Code
Title 33 Corporations
Chapter 601 Business Corporations
Sec. 33-871. Court action.

      Sec. 33-871. Court action. (a) If a shareholder makes demand for payment under section 33-868 which remains unsettled, the corporation shall commence a proceeding within sixty days after receiving the payment demand and petition the court to determine the fair value of the shares and accrued interest. If the corporation does not commence the proceeding within the sixty-day period, it shall pay in cash to each shareholder the amount the shareholder demanded pursuant to section 33-868 plus interest.

      (b) The corporation shall commence the proceeding in the superior court for the judicial district where a corporation's principal office or, if none, its registered office in this state is located. If the corporation is a foreign corporation without a registered office in this state, it shall commence the proceeding in the superior court for the judicial district where the principal office or registered office of the domestic corporation that merged with the foreign corporation was located at the time of the transaction.

      (c) The corporation shall make all shareholders, whether or not residents of this state, whose demands remain unsettled parties to the proceeding as in an action against their shares and all parties must be served with a copy of the petition. Nonresidents may be served by registered or certified mail or by publication as provided by law.

      (d) The jurisdiction of the court in which the proceeding is commenced under subsection (b) of this section is plenary and exclusive. The court may appoint one or more persons as appraisers to receive evidence and recommend a decision on the question of fair value. The appraisers shall have the powers described in the order appointing them, or in any amendment to it. The shareholders demanding appraisal rights are entitled to the same discovery rights as parties in other civil proceedings. There shall be no right to a jury trial.

      (e) Each shareholder made a party to the proceeding is entitled to judgment (1) for the amount, if any, by which the court finds the fair value of the shareholder's shares, plus interest, exceeds the amount paid by the corporation to the shareholder for such shares, or (2) for the fair value, plus interest, of the shareholder's shares for which the corporation elected to withhold payment under section 33-867.

      (P.A. 94-186, S. 159, 215; P.A. 01-199, S. 25.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 01-199 amended Subsec. (a) to rephrase provisions and require the corporation to "pay in cash to each shareholder the amount the shareholder demanded pursuant to section 33-868 plus interest" rather than "pay each dissenter whose demand remains unsettled the amount demanded", amended Subsec. (b) to rephrase provisions and provide that venue for a foreign corporation without a registered office in this state is the judicial district "where the principal office or registered office of the domestic corporation that merged with the foreign corporation was located at the time of the transaction" rather than "where the registered office of the domestic corporation merged with or whose shares acquired by the foreign corporation was located", amended Subsec. (c) to replace "dissenters" with "shareholders", amended Subsec. (d) to replace "dissenters" with "shareholders demanding appraisal rights", provide that there shall be no right to a jury trial and make technical changes and amended Subsec. (e) to rephrase provisions, replace "dissenter" with "shareholder" and make technical changes including changes for purposes of gender neutrality.