Connecticut General Statutes 33-845 – Excepted business combinations
The provisions of section 33-844 shall not apply:
Terms Used In Connecticut General Statutes 33-845
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
(1) To any business combination between an interested shareholder or any affiliate or associate of such interested shareholder and a resident domestic corporation which does not have a class of voting stock registered pursuant to Section 12 of the Exchange Act on such interested shareholder’s stock acquisition date, unless (A) the certificate of incorporation of such resident domestic corporation provides at the time of such business combination that the provisions of section 33-844 shall apply, or (B) the failure of such resident domestic corporation to have a class of voting stock registered pursuant to Section 12 of the Exchange Act results from the transaction in which such interested shareholder became an interested shareholder;
(2) To any business combination of a resident domestic corporation with an interested shareholder of such resident domestic corporation which became an interested shareholder inadvertently, if such interested shareholder (A) as soon as practicable, divests itself of a sufficient amount of the voting stock of such resident domestic corporation so that it no longer is the beneficial owner, directly or indirectly, of ten per cent or more of the outstanding voting stock of such resident domestic corporation, and (B) would not at any time within the five-year period preceding the announcement date with respect to such business combination have been an interested shareholder but for such inadvertent acquisition;
(3) To any business combination of a resident domestic corporation with an interested shareholder which was an interested shareholder on February 1, 1988, unless subsequent to June 7, 1988, such interested shareholder increases its proportionate share of the voting power of the outstanding voting stock of such resident domestic corporation, excluding any increase approved by the board of directors of the resident domestic corporation before such increase occurs; or
(4) To any business combination of a resident domestic corporation which (A) on and after January 1, 1991, is a signatory to, and agrees to the standards contained in, the Connecticut Partnership Compact adopted pursuant to section 33-374g of the general statutes, revision of 1958, revised to 1991, and (B) adopts an amendment to such resident domestic corporation’s certificate of incorporation or bylaws which, in addition to any other approval required by law or by the certificate of incorporation or bylaws as applicable, is approved by the affirmative vote of the holders, other than interested shareholders and their affiliates and associates, of two-thirds of the voting power of the outstanding voting stock of such resident domestic corporation, excluding the voting stock of interested shareholders and their affiliates and associates, expressly electing not to be governed by the provisions of section 33-844, provided such amendment to the certificate of incorporation or bylaws shall not be effective until eighteen months after such vote of such resident domestic corporation’s shareholders and shall not apply to any business combination of such resident domestic corporation with an interested shareholder whose stock acquisition date is on or prior to the effective date of such amendment.