Connecticut General Statutes 34-607 – Appraisal rights
(a) An interest holder of a domestic merging, acquired, converting or domesticating corporation shall be entitled to appraisal rights in connection with the transaction, provided the interest holder would have been entitled to appraisal rights under the entity’s organic law in connection with a merger in which the interest of the interest holder was changed, converted or exchanged unless (1) the organic law permits the organic rules to limit the availability of appraisal rights, and (2) the organic rules provide such a limit.
Terms Used In Connecticut General Statutes 34-607
- Appraisal: A determination of property value.
- Business corporation: means a corporation whose internal affairs are governed by chapter 601 or a professional service corporation governed by chapter 594a. See Connecticut General Statutes 34-600
- 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.
- Domesticating entity: means the domestic entity that approves a plan of domestication pursuant to section 34-643 or the foreign entity that approves a domestication pursuant to the law of its jurisdiction of organization. See Connecticut General Statutes 34-600
- Interest holder: means a direct holder of an interest. See Connecticut General Statutes 34-600
- Merger: means a transaction in which two or more merging entities are combined into a surviving entity pursuant to a filing with the Secretary of the State. See Connecticut General Statutes 34-600
- Organic law: means the section of the general statutes, if any, other than this section and sections 34-601 to 34-646, inclusive, governing the internal affairs of an entity. See Connecticut General Statutes 34-600
- Organic rules: means the public organic document and private organic rules of an entity. See Connecticut General Statutes 34-600
- Plan: means a plan of merger, interest exchange, conversion or domestication. See Connecticut General Statutes 34-600
(b) An interest holder of a domestic merging, acquired, converting or domesticating entity shall be entitled to contractual appraisal rights in connection with a transaction under this chapter to the extent provided (1) in the entity’s organic rules; (2) in the plan; or (3) in the case of a business corporation, by action of its governors.
(c) If an interest holder is entitled to contractual appraisal rights under subsection (b) of this section and the entity’s organic law does not provide procedures for the conduct of an appraisal rights proceeding, sections 33-855 to 33-868, inclusive, shall apply to the extent practicable or as otherwise provided in the entity’s organic rules or the plan.