State Codes and Statutes
Statutes > Connecticut > Title33 > Chap601 > Sec33-855Sec. 33-855. Definitions. As used in sections 33-855 to 33-872, inclusive:
(1) "Affiliate" means a person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with another person or is a senior executive thereof. For purposes of subdivision (4) of subsection (b) of section 33-856, a person is deemed to be an affiliate of its senior executives.
(2) "Beneficial shareholder" means a person who is the beneficial owner of shares held in a voting trust or by a nominee on the beneficial owner's behalf.
(3) "Corporation" means the issuer of the shares held by a shareholder demanding appraisal and, for purposes of sections 33-862 to 33-872, inclusive, includes the surviving entity in a merger.
(4) "Fair value" means the value of the corporation's shares determined: (A) Immediately before the effectuation of the corporate action to which the shareholder objects, (B) using customary and current valuation concepts and techniques generally employed for similar businesses in the context of the transaction requiring appraisal, and (C) without discounting for lack of marketability or minority status except, if appropriate, for amendments to the certificate of incorporation pursuant to subdivision (5) of subsection (a) of section 33-856.
(5) "Interest" means interest from the effective date of the corporate action until the date of payment, at the rate of interest on judgments in this state on the effective date of the corporate action.
(6) "Preferred shares" means a class or series of shares whose holders have preference over any other class or series with respect to distributions.
(7) "Record shareholder" means the person in whose name shares are registered in the records of the corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with the corporation.
(8) "Senior executive" means the chief executive officer, chief operating officer, chief financial officer and any individual in charge of a principal business unit or function.
(9) "Shareholder" means both a record shareholder and a beneficial shareholder.
(P.A. 94-186, S. 147, 215; P.A. 01-199, S. 15.)
History: P.A. 94-186 effective January 1, 1997; P.A. 01-199 added definitions of "affiliate", "preferred shares" and "senior executive", deleted definition of "dissenter", redefined "beneficial shareholder", "corporation", "fair value", "interest", "record shareholder" and "shareholder" and alphabetized and renumbered definitions (Revisor's note: The word "inclusive" was added editorially by the Revisors in Subdiv. (3) following the phrase "sections 33-862 to 33-872," for consistency with customary statutory usage).
P.A. 94-186, Sec. 147 cited. 44 CS 12.
