State Codes and Statutes

Statutes > Connecticut > Title33 > Chap601 > Sec33-868

      Sec. 33-868. Procedure if shareholder dissatisfied with payment or offer. (a) A shareholder paid pursuant to section 33-865 who is dissatisfied with the amount of the payment must notify the corporation in writing of the shareholder's estimate of the fair value of the shares and demand payment of that estimate, plus interest, less any payment under section 33-865. A shareholder offered payment under section 33-867 who is dissatisfied with that offer must reject the offer and demand payment of the shareholder's stated estimate of the fair value of the shares plus interest.

      (b) A shareholder who fails to notify the corporation in writing of the shareholder's demand to be paid the shareholder's stated estimate of the fair value of the shares plus interest under subsection (a) of this section within thirty days after receiving the corporation's payment under section 33-865 or offer of payment under section 33-867 waives the right to demand payment under this section and shall be entitled only to the payment made under section 33-865 or the payment offered under section 33-867.

      (P.A. 94-186, S. 158, 215; P.A. 01-199, S. 24.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 01-199 amended Subsec. (a) to revise and rephrase provisions including replacing "dissenter" with "shareholder" where appearing, deleting provisions authorizing the dissenter to demand payment if the corporation fails to make payment under Sec. 33-865 within 60 days after the date set for demanding payment and if the corporation fails to take the proposed action and does not return the deposited certificates or release the transfer restrictions imposed on uncertificated shares within 60 days after the date set for demanding payment and amended Subsec. (b) to rephrase provisions re waiver by a shareholder of the right to demand payment and add provision that such shareholder shall be entitled only to the payment made under Sec. 33-865 or the payment offered under Sec. 33-867.

      Annotations to former section 33-374:

      Cited. 178 C. 262.

      Cited. 1 CA 14.

      Under former statute, 33-19, the valuation of shares was not an award subject to confirmation by the court but merely created a debt from the corporation to the shareholder. 21 CS 488. Remedy of appraisal set forth in this section is exclusive and precludes any other action. 44 CS 12.

      Subsec. (g):

      Where trier of fact has right, under statute, to determine fair value he may select a legally recognized measure of value such as marker value. 1 CA 14.