State Codes and Statutes

Statutes > Connecticut > Title33 > Chap601 > Sec33-817

      Sec. 33-817. Action on plan of merger or share exchange. In the case of a domestic corporation that is a party to a merger or a share exchange:

      (1) The plan of merger or share exchange must be adopted by the board of directors.

      (2) Except as provided in subdivision (7) of this section and section 33-818, after adopting the plan of merger or share exchange, the board of directors must submit the plan to the shareholders for their approval. The board of directors must also transmit to the shareholders a recommendation that the shareholders approve the plan, unless the board of directors makes a determination that because of conflicts of interest or other special circumstances it should not make such a recommendation, in which case the board of directors must transmit to the shareholders the basis for such determination.

      (3) The board of directors may condition its submission of the plan merger or share exchange to the shareholders on any basis.

      (4) If the plan of merger or share exchange is required to be approved by the shareholders, and if the approval is to be given at a meeting, the corporation must notify each shareholder, whether or not entitled to vote, of the meeting of shareholders at which the plan is to be submitted for approval. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the plan and must contain or be accompanied by a copy or summary of the plan. If the corporation is to be merged into an existing corporation or other entity, the notice shall also include or be accompanied by a copy or summary of the certificate of incorporation or organizational documents of such existing corporation or other entity. If the corporation is to be merged into a corporation or other entity that is to be created pursuant to the merger, the notice shall include or be accompanied by a copy or a summary of the certificate of incorporation or organizational documents of the new corporation or other entity.

      (5) Unless sections 33-600 to 33-998, inclusive, the certificate of incorporation or the board of directors acting pursuant to subdivision (3) of this section requires a greater vote or a vote by voting groups, and except as provided in subdivision (9) of this section, the plan of merger or share exchange to be authorized must be approved by each voting group entitled to vote separately on the plan by a majority of all the votes entitled to be cast on the plan by that voting group.

      (6) Separate voting by voting groups is required: (A) On a plan of merger, by each class or series of shares that (i) are to be converted, pursuant to the provisions of the plan of merger, into shares or other securities, interests, obligations, rights to acquire shares or other securities, cash or other property, or any combination thereof, or (ii) would have a right to vote as a separate group on a provision in the plan that, if contained in a proposed amendment to the certificate of incorporation, would require action by separate voting groups under section 33-798; (B) on a plan of share exchange, by each class or series of shares included in the exchange, with each class or series constituting a separate voting group; and (C) on a plan of merger or share exchange, if the voting group is entitled under the certificate of incorporation to vote as a voting group to approve a plan of merger or share exchange.

      (7) Unless the certificate of incorporation otherwise provides, approval by the corporation's shareholders of a plan of merger or share exchange is not required if: (A) The corporation will be the survivor in the merger or is the acquiring corporation in the share exchange; (B) except for amendments permitted by section 33-796, its certificate of incorporation will not be changed; and (C) each shareholder of the corporation whose shares were outstanding immediately before the effective date of the merger or the share exchange will hold the same number of shares, with identical preferences, limitations and relative rights, immediately after the effective date of the merger or the share exchange.

      (8) If, as a result of a merger or a share exchange, one or more shareholders of a domestic corporation would become subject to personal liability for the obligations or liabilities of any other person or entity, approval of the plan of merger or share exchange shall require the execution, by each such shareholder, of a separate written consent to become subject to such personal liability.

      (9) Notwithstanding any provision of subdivision (5) of this section to the contrary, a plan of merger or share exchange of a corporation which was incorporated under the laws of this state, whether under chapter 599 of the general statutes, revision of 1958, revised to January 1, 1995, or any other general law or special act, prior to January 1, 1997, to be authorized by such corporation, shall be approved by (A) the affirmative vote of at least two-thirds of the voting power of each voting group entitled to vote thereon unless the certificate of incorporation expressly provides otherwise, provided if such corporation is the surviving corporation of such merger and such plan of merger will not effect any change in or amendment to the certificate of incorporation of such corporation and the shares to be issued under the plan of merger could have been issued by the board of directors of such corporation without further authorization of the shareholders of such corporation, then the provisions of this subdivision shall not require approval of such plan of merger or share exchange by the corporation's shareholders, and (B) the affirmative vote of at least two-thirds of the voting power of each class of stock of such corporation outstanding prior to January 1, 1997, and not otherwise entitled to vote thereon, unless the certificate of incorporation expressly provides otherwise; provided if such corporation is the surviving corporation of such merger and such plan of merger or share exchange does not contain any provisions which, if contained in a proposed amendment to the certificate of incorporation of such corporation, would entitle any class or series of shareholders of such surviving corporation to vote as a class or series as provided in subsection (f) of section 33-797 or section 33-798, then the provisions of this subdivision shall not require approval of such plan of merger or share exchange by the holders of such class or series not otherwise entitled to vote thereon.

      (P.A. 94-186, S. 134, 215; P.A. 96-271, S. 99-103, 254; P.A. 03-18, S. 20.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 replaced "articles" of incorporation with "certificate" of incorporation where appearing, amended Subsec. (i) to replace "articles" of merger or share exchange with "certificate" of merger or share exchange and amended Subsec. (j) to replace "January 1, 1996" with "January 1, 1997", effective January 1, 1997; P.A. 03-18 substantially revised section, deleting former Subsecs. (a) and (b), adding provision re domestic corporation that is a party to a merger or share exchange, adding Subdivs. (1) and (2) re adoption of plan by board and submission of plan to shareholders for approval, redesignating Subsecs. (c) to (g) as Subdivs. (3) to (7) and adding provisions re shareholder approval and meeting, re copy or summary of certificate of incorporation or organizational documents included in shareholder notice, re separate voting by each class or series of shares and by voting group and re when shareholder approval of plan is not required unless the certificate of incorporation otherwise provides, deleting former Subsecs. (g)(3) and (4), (h) and (i), adding Subdiv. (8) re consent to personal liability, redesignating Subsec. (j) as Subdiv. (9), and making conforming and technical changes throughout, effective July 1, 2003.

      Annotation to former sections 33-365 and 33-366:

      Cited. 178 C. 262.

State Codes and Statutes

Statutes > Connecticut > Title33 > Chap601 > Sec33-817

      Sec. 33-817. Action on plan of merger or share exchange. In the case of a domestic corporation that is a party to a merger or a share exchange:

      (1) The plan of merger or share exchange must be adopted by the board of directors.

      (2) Except as provided in subdivision (7) of this section and section 33-818, after adopting the plan of merger or share exchange, the board of directors must submit the plan to the shareholders for their approval. The board of directors must also transmit to the shareholders a recommendation that the shareholders approve the plan, unless the board of directors makes a determination that because of conflicts of interest or other special circumstances it should not make such a recommendation, in which case the board of directors must transmit to the shareholders the basis for such determination.

      (3) The board of directors may condition its submission of the plan merger or share exchange to the shareholders on any basis.

      (4) If the plan of merger or share exchange is required to be approved by the shareholders, and if the approval is to be given at a meeting, the corporation must notify each shareholder, whether or not entitled to vote, of the meeting of shareholders at which the plan is to be submitted for approval. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the plan and must contain or be accompanied by a copy or summary of the plan. If the corporation is to be merged into an existing corporation or other entity, the notice shall also include or be accompanied by a copy or summary of the certificate of incorporation or organizational documents of such existing corporation or other entity. If the corporation is to be merged into a corporation or other entity that is to be created pursuant to the merger, the notice shall include or be accompanied by a copy or a summary of the certificate of incorporation or organizational documents of the new corporation or other entity.

      (5) Unless sections 33-600 to 33-998, inclusive, the certificate of incorporation or the board of directors acting pursuant to subdivision (3) of this section requires a greater vote or a vote by voting groups, and except as provided in subdivision (9) of this section, the plan of merger or share exchange to be authorized must be approved by each voting group entitled to vote separately on the plan by a majority of all the votes entitled to be cast on the plan by that voting group.

      (6) Separate voting by voting groups is required: (A) On a plan of merger, by each class or series of shares that (i) are to be converted, pursuant to the provisions of the plan of merger, into shares or other securities, interests, obligations, rights to acquire shares or other securities, cash or other property, or any combination thereof, or (ii) would have a right to vote as a separate group on a provision in the plan that, if contained in a proposed amendment to the certificate of incorporation, would require action by separate voting groups under section 33-798; (B) on a plan of share exchange, by each class or series of shares included in the exchange, with each class or series constituting a separate voting group; and (C) on a plan of merger or share exchange, if the voting group is entitled under the certificate of incorporation to vote as a voting group to approve a plan of merger or share exchange.

      (7) Unless the certificate of incorporation otherwise provides, approval by the corporation's shareholders of a plan of merger or share exchange is not required if: (A) The corporation will be the survivor in the merger or is the acquiring corporation in the share exchange; (B) except for amendments permitted by section 33-796, its certificate of incorporation will not be changed; and (C) each shareholder of the corporation whose shares were outstanding immediately before the effective date of the merger or the share exchange will hold the same number of shares, with identical preferences, limitations and relative rights, immediately after the effective date of the merger or the share exchange.

      (8) If, as a result of a merger or a share exchange, one or more shareholders of a domestic corporation would become subject to personal liability for the obligations or liabilities of any other person or entity, approval of the plan of merger or share exchange shall require the execution, by each such shareholder, of a separate written consent to become subject to such personal liability.

      (9) Notwithstanding any provision of subdivision (5) of this section to the contrary, a plan of merger or share exchange of a corporation which was incorporated under the laws of this state, whether under chapter 599 of the general statutes, revision of 1958, revised to January 1, 1995, or any other general law or special act, prior to January 1, 1997, to be authorized by such corporation, shall be approved by (A) the affirmative vote of at least two-thirds of the voting power of each voting group entitled to vote thereon unless the certificate of incorporation expressly provides otherwise, provided if such corporation is the surviving corporation of such merger and such plan of merger will not effect any change in or amendment to the certificate of incorporation of such corporation and the shares to be issued under the plan of merger could have been issued by the board of directors of such corporation without further authorization of the shareholders of such corporation, then the provisions of this subdivision shall not require approval of such plan of merger or share exchange by the corporation's shareholders, and (B) the affirmative vote of at least two-thirds of the voting power of each class of stock of such corporation outstanding prior to January 1, 1997, and not otherwise entitled to vote thereon, unless the certificate of incorporation expressly provides otherwise; provided if such corporation is the surviving corporation of such merger and such plan of merger or share exchange does not contain any provisions which, if contained in a proposed amendment to the certificate of incorporation of such corporation, would entitle any class or series of shareholders of such surviving corporation to vote as a class or series as provided in subsection (f) of section 33-797 or section 33-798, then the provisions of this subdivision shall not require approval of such plan of merger or share exchange by the holders of such class or series not otherwise entitled to vote thereon.

      (P.A. 94-186, S. 134, 215; P.A. 96-271, S. 99-103, 254; P.A. 03-18, S. 20.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 replaced "articles" of incorporation with "certificate" of incorporation where appearing, amended Subsec. (i) to replace "articles" of merger or share exchange with "certificate" of merger or share exchange and amended Subsec. (j) to replace "January 1, 1996" with "January 1, 1997", effective January 1, 1997; P.A. 03-18 substantially revised section, deleting former Subsecs. (a) and (b), adding provision re domestic corporation that is a party to a merger or share exchange, adding Subdivs. (1) and (2) re adoption of plan by board and submission of plan to shareholders for approval, redesignating Subsecs. (c) to (g) as Subdivs. (3) to (7) and adding provisions re shareholder approval and meeting, re copy or summary of certificate of incorporation or organizational documents included in shareholder notice, re separate voting by each class or series of shares and by voting group and re when shareholder approval of plan is not required unless the certificate of incorporation otherwise provides, deleting former Subsecs. (g)(3) and (4), (h) and (i), adding Subdiv. (8) re consent to personal liability, redesignating Subsec. (j) as Subdiv. (9), and making conforming and technical changes throughout, effective July 1, 2003.

      Annotation to former sections 33-365 and 33-366:

      Cited. 178 C. 262.


State Codes and Statutes

State Codes and Statutes

Statutes > Connecticut > Title33 > Chap601 > Sec33-817

      Sec. 33-817. Action on plan of merger or share exchange. In the case of a domestic corporation that is a party to a merger or a share exchange:

      (1) The plan of merger or share exchange must be adopted by the board of directors.

      (2) Except as provided in subdivision (7) of this section and section 33-818, after adopting the plan of merger or share exchange, the board of directors must submit the plan to the shareholders for their approval. The board of directors must also transmit to the shareholders a recommendation that the shareholders approve the plan, unless the board of directors makes a determination that because of conflicts of interest or other special circumstances it should not make such a recommendation, in which case the board of directors must transmit to the shareholders the basis for such determination.

      (3) The board of directors may condition its submission of the plan merger or share exchange to the shareholders on any basis.

      (4) If the plan of merger or share exchange is required to be approved by the shareholders, and if the approval is to be given at a meeting, the corporation must notify each shareholder, whether or not entitled to vote, of the meeting of shareholders at which the plan is to be submitted for approval. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the plan and must contain or be accompanied by a copy or summary of the plan. If the corporation is to be merged into an existing corporation or other entity, the notice shall also include or be accompanied by a copy or summary of the certificate of incorporation or organizational documents of such existing corporation or other entity. If the corporation is to be merged into a corporation or other entity that is to be created pursuant to the merger, the notice shall include or be accompanied by a copy or a summary of the certificate of incorporation or organizational documents of the new corporation or other entity.

      (5) Unless sections 33-600 to 33-998, inclusive, the certificate of incorporation or the board of directors acting pursuant to subdivision (3) of this section requires a greater vote or a vote by voting groups, and except as provided in subdivision (9) of this section, the plan of merger or share exchange to be authorized must be approved by each voting group entitled to vote separately on the plan by a majority of all the votes entitled to be cast on the plan by that voting group.

      (6) Separate voting by voting groups is required: (A) On a plan of merger, by each class or series of shares that (i) are to be converted, pursuant to the provisions of the plan of merger, into shares or other securities, interests, obligations, rights to acquire shares or other securities, cash or other property, or any combination thereof, or (ii) would have a right to vote as a separate group on a provision in the plan that, if contained in a proposed amendment to the certificate of incorporation, would require action by separate voting groups under section 33-798; (B) on a plan of share exchange, by each class or series of shares included in the exchange, with each class or series constituting a separate voting group; and (C) on a plan of merger or share exchange, if the voting group is entitled under the certificate of incorporation to vote as a voting group to approve a plan of merger or share exchange.

      (7) Unless the certificate of incorporation otherwise provides, approval by the corporation's shareholders of a plan of merger or share exchange is not required if: (A) The corporation will be the survivor in the merger or is the acquiring corporation in the share exchange; (B) except for amendments permitted by section 33-796, its certificate of incorporation will not be changed; and (C) each shareholder of the corporation whose shares were outstanding immediately before the effective date of the merger or the share exchange will hold the same number of shares, with identical preferences, limitations and relative rights, immediately after the effective date of the merger or the share exchange.

      (8) If, as a result of a merger or a share exchange, one or more shareholders of a domestic corporation would become subject to personal liability for the obligations or liabilities of any other person or entity, approval of the plan of merger or share exchange shall require the execution, by each such shareholder, of a separate written consent to become subject to such personal liability.

      (9) Notwithstanding any provision of subdivision (5) of this section to the contrary, a plan of merger or share exchange of a corporation which was incorporated under the laws of this state, whether under chapter 599 of the general statutes, revision of 1958, revised to January 1, 1995, or any other general law or special act, prior to January 1, 1997, to be authorized by such corporation, shall be approved by (A) the affirmative vote of at least two-thirds of the voting power of each voting group entitled to vote thereon unless the certificate of incorporation expressly provides otherwise, provided if such corporation is the surviving corporation of such merger and such plan of merger will not effect any change in or amendment to the certificate of incorporation of such corporation and the shares to be issued under the plan of merger could have been issued by the board of directors of such corporation without further authorization of the shareholders of such corporation, then the provisions of this subdivision shall not require approval of such plan of merger or share exchange by the corporation's shareholders, and (B) the affirmative vote of at least two-thirds of the voting power of each class of stock of such corporation outstanding prior to January 1, 1997, and not otherwise entitled to vote thereon, unless the certificate of incorporation expressly provides otherwise; provided if such corporation is the surviving corporation of such merger and such plan of merger or share exchange does not contain any provisions which, if contained in a proposed amendment to the certificate of incorporation of such corporation, would entitle any class or series of shareholders of such surviving corporation to vote as a class or series as provided in subsection (f) of section 33-797 or section 33-798, then the provisions of this subdivision shall not require approval of such plan of merger or share exchange by the holders of such class or series not otherwise entitled to vote thereon.

      (P.A. 94-186, S. 134, 215; P.A. 96-271, S. 99-103, 254; P.A. 03-18, S. 20.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 replaced "articles" of incorporation with "certificate" of incorporation where appearing, amended Subsec. (i) to replace "articles" of merger or share exchange with "certificate" of merger or share exchange and amended Subsec. (j) to replace "January 1, 1996" with "January 1, 1997", effective January 1, 1997; P.A. 03-18 substantially revised section, deleting former Subsecs. (a) and (b), adding provision re domestic corporation that is a party to a merger or share exchange, adding Subdivs. (1) and (2) re adoption of plan by board and submission of plan to shareholders for approval, redesignating Subsecs. (c) to (g) as Subdivs. (3) to (7) and adding provisions re shareholder approval and meeting, re copy or summary of certificate of incorporation or organizational documents included in shareholder notice, re separate voting by each class or series of shares and by voting group and re when shareholder approval of plan is not required unless the certificate of incorporation otherwise provides, deleting former Subsecs. (g)(3) and (4), (h) and (i), adding Subdiv. (8) re consent to personal liability, redesignating Subsec. (j) as Subdiv. (9), and making conforming and technical changes throughout, effective July 1, 2003.

      Annotation to former sections 33-365 and 33-366:

      Cited. 178 C. 262.