2012 Connecticut General Statutes
Title 33 - Corporations
Chapter 601 - Business Corporations
Section 33-867 - After-acquired shares.

(a) A corporation may elect to withhold payment required by section 33-865 from any shareholder who was required to, but did not certify that beneficial ownership of all of the shareholder’s shares for which appraisal rights are asserted was acquired before the date set forth in the appraisal notice sent pursuant to subdivision (1) of subsection (b) of section 33-862.

(b) If the corporation elected to withhold payment under subsection (a) of this section, it must, within thirty days after the form required by subparagraph (B) of subdivision (2) of subsection (b) of section 33-862 is due, notify all shareholders who are described in subsection (a) of this section:

(1) Of the information required by subdivision (1) of subsection (b) of section 33-865;

(2) Of the corporation’s estimate of fair value pursuant to subdivision (2) of subsection (b) of section 33-865;

(3) That such shareholders may accept the corporation’s estimate of fair value, plus interest, in full satisfaction of their demands or demand payment under section 33-868;

(4) That those shareholders who wish to accept such offer must so notify the corporation of their acceptance of the corporation’s offer within thirty days after receiving the offer; and

(5) That those shareholders who do not satisfy the requirements for demanding payment under section 33-868 shall be deemed to have accepted the corporation’s offer.

(c) Within ten days after receiving the shareholder’s acceptance pursuant to subsection (b) of this section, the corporation must pay in cash the amount it offered under subdivision (2) of subsection (b) of this section to each shareholder who agreed to accept the corporation’s offer in full satisfaction of the shareholder’s demand.

(d) Within forty days after sending the notice described in subsection (b) of this section, the corporation must pay in cash the amount it offered to pay under subdivision (2) of subsection (b) of this section to each shareholder described in subdivision (5) of subsection (b) of this section.

(P.A. 94-186, S. 157, 215; P.A. 01-199, S. 23; P.A. 09-55, S. 11.)

History: P.A. 94-186 effective January 1, 1997; P.A. 01-199 amended Subsec. (a) to rephrase provisions, amended Subsec. (b) to replace former provisions re payment by the corporation of each dissenter who agrees to accept the estimated fair value of the shares plus accrued interest in full satisfaction of his demand with provisions requiring a corporation that has elected to withhold payment to notify all shareholders described in Subsec. (a) and specifying in new Subdivs. (1) to (5) the contents of such notice, added new Subsec. (c) re payment of each shareholder who agreed to accept the corporation’s offer in full satisfaction of the shareholder’s demand and added new Subsec. (d) re payment of each shareholder described in Subsec. (b)(5); P.A. 09-55 amended Subsec. (a) to replace “any shareholder who did not certify” with “any shareholder who was required to, but did not certify”.