2012 Connecticut General Statutes
Title 33 - Corporations
Chapter 601 - Business Corporations
Section 33-816 - *(See end of section for amended version and effective date.) Share exchange.

(a) Through a share exchange: (1) A domestic corporation may acquire all of the shares of one or more classes or series of shares of another domestic corporation or of a foreign corporation, or all of the interests of one or more classes or series of interests of a domestic or foreign other entity, in exchange for shares or other securities, interests, obligations, rights to acquire shares or other securities, cash or other property, or any combination thereof, pursuant to a plan of share exchange; or (2) all of the shares of one or more classes or series of shares of a domestic corporation may be acquired by another domestic corporation or by a foreign corporation or other entity, in exchange for shares or other securities, interests, obligations, rights to acquire shares or other securities, cash or other property, or any combination thereof, pursuant to a plan of share exchange.

(b) A foreign corporation, or a domestic or foreign other entity, may be a party to a share exchange only if: (1) The share exchange is permitted by the law of the state or country under which such corporation or other entity is organized or by which it is governed; and (2) in effecting the share exchange, such corporation or other entity complies with such law and with its certificate of incorporation or organizational documents.

(c) The plan of share exchange must include: (1) The name of each corporation or other entity whose shares or interests will be acquired and the name of the corporation or other entity that will acquire such shares or interests; (2) the terms and conditions of the share exchange; (3) the manner and basis of exchanging shares of a corporation or interests in an other entity whose shares or interests will be acquired under the share exchange into shares or other securities, interests, obligations, rights to acquire shares or other securities, cash or other property, or any combination thereof; and (4) any other provisions required by the law of the state or country under which any party to the share exchange is organized or by which it is governed or by the certificate of incorporation or organizational documents of any such party.

(d) Terms of a plan of share exchange may be made dependent on facts objectively ascertainable outside the plan in accordance with subsection (l) of section 33-608.

(e) The plan of share exchange may also include a provision that the plan may be amended prior to the filing of a certificate of share exchange with the Secretary of the State, provided, if the shareholders of a domestic corporation that is a party to the share exchange are required or permitted to vote on the plan, the plan must provide that, subsequent to approval of the plan by such shareholders, the plan may not be amended to: (1) Change the amount or kind of shares or other securities, interests, obligations, rights to acquire shares or other securities, cash or other property to be issued by the corporation or to be received by the shareholders of or owners of interests in any party to the share exchange in exchange for their shares or interests under the plan; or (2) change any of the terms or conditions of the plan if the change would adversely affect such shareholders in any material respect.

(f) This section does not limit the power of a domestic corporation to acquire shares of another corporation or interests in an other entity in a transaction other than a share exchange.

(P.A. 94-186, S. 133, 215; P.A. 03-18, S. 19; 03-158, S. 11; P.A. 04-50, S. 2.)

*Note: On and after January 1, 2014, this section, as amended by section 36 of public act 11-241, is to read as follows:

“Sec. 33-816. Share exchange. (a) Through a share exchange: (1) A domestic corporation may acquire all of the shares of one or more classes or series of shares of another domestic corporation or of a foreign corporation, in exchange for shares or other securities, interests, obligations, rights to acquire shares or other securities, cash or other property, or any combination thereof, pursuant to a plan of share exchange; or (2) all of the shares of one or more classes or series of shares of a domestic corporation may be acquired by another domestic corporation or by a foreign corporation, in exchange for shares or other securities, interests, obligations, rights to acquire shares or other securities, cash or other property, or any combination thereof, pursuant to a plan of share exchange.

(b) A foreign corporation may be a party to a share exchange only if: (1) The share exchange is permitted by the law of the state or country under which such corporation is organized or by which it is governed; and (2) in effecting the share exchange, such corporation complies with such law and with its certificate of incorporation or organizational documents.

(c) The plan of share exchange shall include: (1) The name of each corporation whose shares will be acquired and the name of the corporation or other entity that will acquire such shares; (2) the terms and conditions of the share exchange; (3) the manner and basis of exchanging shares of a corporation whose shares will be acquired under the share exchange into shares or other securities, interests, obligations, rights to acquire shares or other securities, cash or other property, or any combination thereof; and (4) any other provisions required by the law of the state or country under which any party to the share exchange is organized or by which it is governed or by the certificate of incorporation or organizational documents of any such party.

(d) Terms of a plan of share exchange may be made dependent on facts objectively ascertainable outside the plan in accordance with subsection (l) of section 33-608.

(e) The plan of share exchange may also include a provision that the plan may be amended prior to the filing of a certificate of share exchange with the Secretary of the State, provided, if the shareholders of a domestic corporation that is a party to the share exchange are required or permitted to vote on the plan, the plan shall provide that, subsequent to approval of the plan by such shareholders, the plan may not be amended to: (1) Change the amount or kind of shares or other securities, interests, obligations, rights to acquire shares or other securities, cash or other property to be issued by the corporation or to be received by the shareholders of in any party to the share exchange in exchange for their shares under the plan; or (2) change any of the terms or conditions of the plan if the change would adversely affect such shareholders in any material respect.

(f) This section does not limit the power of a domestic corporation to acquire shares of another corporation or interests in an other entity in a transaction other than a share exchange.”

(P.A. 94-186, S. 133, 215; P.A. 03-18, S. 19; 03-158, S. 11; P.A. 04-50, S. 2; P.A. 11-241, S. 36.)

History: P.A. 94-186 effective January 1, 1997; P.A. 03-18 amended Subsec. (a) by adding “Through a share exchange”, replacing “corporation” with “domestic corporation” and “outstanding shares” with “shares”, deleting provision re adoption of exchange by board of each corporation and approval of exchange by shareholders if required by Sec. 33-817, adding Subdiv. (1) re acquisition by domestic corporation of shares of domestic or foreign corporation or interests of domestic or foreign other entity pursuant to plan of share exchange, and adding Subdiv. (2) re acquisition by domestic or foreign corporation or other entity of shares of domestic corporation pursuant to plan of share exchange, deleted former Subsecs. (b), (c) and (d) re plan of exchange and power to acquire shares through voluntary exchange or otherwise, added new Subsec. (b) re foreign corporation or domestic or foreign other entity may be party to share exchange, added new Subsec. (c) re requirements for plan of share exchange, added new Subsec. (d) re terms of plan of share exchange made dependent on facts objectively ascertainable outside the plan, added Subsec. (e) re amendment of plan of share exchange, and added Subsec. (f), redesignated as Subsec. (g) by the Revisors to allow insertion of Subsec. added by P.A. 03-158 as Subsec. (f), re power to acquire shares or interests in transaction other than a share exchange, effective July 1, 2003; P.A. 03-158 added new Subsec., designated as Subsec. (f) by the Revisors, re terms dependent on facts objectively ascertainable outside the plan; P.A. 04-50 deleted former Subsec. (d) re terms of plan of share exchange made dependent on facts objectively ascertainable outside the plan, redesignated provisions of existing Subsec. (f) re terms dependent on facts objectively ascertainable outside the plan as new Subsec. (d) and redesignated existing Subsec. (g) re power to acquire shares or interests in transaction other than a share exchange as new Subsec. (f), effective May 4, 2004; P.A. 11-241 deleted provisions re other entities and interests in such entities and, in Subsecs. (c) and (e), changed “must” to “shall”, effective January 1, 2014.