2019 Connecticut General Statutes
Title 33 - Corporations
Chapter 601 - Business Corporations
Section 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) Shall 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) shall 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 written consent, a shareholder who wishes to assert appraisal rights with respect to any class or series of shares shall not sign a consent in favor of the proposed action with respect to that class or series of shares.

(c) If a corporate action specified in subsection (a) of section 33-856 does not require shareholder approval pursuant to subdivision (10) of section 33-817, a shareholder who wishes to assert appraisal rights with respect to any class or series of shares (1) shall deliver to the corporation before the shares are purchased pursuant to the offer written notice of the shareholder’s intent to demand payment if the proposed action is effected; and (2) shall not tender, or cause to permit to be tendered, any shares of such class or series in response to such offer.

(d) A shareholder who fails to satisfy the requirements of subsection (a), (b) or (c) 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; P.A. 11-147, S. 21; P.A. 17-108, S. 18.)

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); P.A. 11-147 amended Subsec. (b) to replace “execute” with “sign”; P.A. 17-108 amended Subsecs. (a) and (b) by replacing “must” with “shall”, further amended Subsec. (b) by deleting “less than unanimous”, added new Subsec. (c) re shareholder who wishes to assert appraisal rights with respect to class or series of shares, redesignated existing Subsec. (c) as Subsec. (d) and amended same by adding reference to Subsec. (c) and making technical changes.