2019 Connecticut General Statutes
Title 33 - Corporations
Chapter 601 - Business Corporations
Section 33-606g - Judicial proceeding re validity of corporate action.

(a) Upon application by the corporation, any successor entity to the corporation, a director of the corporation, any shareholder, beneficial shareholder or unrestricted voting trust beneficial owner of the corporation, including any such shareholder, beneficial shareholder or unrestricted voting trust beneficial owner as of the date of the defective corporate action ratified under section 33-606b, or any other person claiming to be substantially and adversely affected by a ratification under section 33-606b, the Superior Court may (1) determine the validity and effectiveness of any corporate action or defective corporate action; (2) determine the validity and effectiveness of any ratification under section 33-606b; (3) determine the validity of any putative shares; and (4) modify or waive any of the procedures specified in sections 33-606b and 33-606c to ratify a defective corporate action.

(b) In connection with an action under this section, the Superior Court may make such findings or orders, and take into account any factors or considerations, regarding such matters, as it deems proper under the circumstances.

(c) Service of process of the application under subsection (a) of this section on the corporation may be made in any manner provided by any provision of the general statutes or by rule of the applicable court, and no other party need be joined in order for the Superior Court to adjudicate the matter. In an action filed by the corporation, the Superior Court may require notice of the action to be provided to other persons specified by the Superior Court and permit such other persons to intervene in the action.

(d) Notwithstanding any provision of the general statutes, any action asserting that the ratification of any defective corporate action and any putative shares issued as a result of such defective corporate action should not be effective, or should be effective only on certain conditions, shall be brought not later than one hundred twenty days after the validation effective time.

(P.A. 17-108, S. 10.)