Section 33-816 - Share exchange(a) Through a share exchange: (1) A domestic corporation may acquire all of the shares of one or more classes or series of shares of another domestic corporation or of a foreign corporation, in exchange for shares or other securities, interests, obligations, rights to acquire shares or other securities, cash or other property, or any combination thereof, pursuant to a plan of share exchange; or(2) all of the shares of one or more classes or series of shares of a domestic corporation may be acquired by another domestic corporation or by a foreign corporation, in exchange for shares or other securities, interests, obligations, rights to acquire shares or other securities, cash or other property, or any combination thereof, pursuant to a plan of share exchange.(b) A foreign corporation may be a party to a share exchange only if: (1) The share exchange is permitted by the law of the state or country under which such corporation is organized or by which it is governed; and(2) in effecting the share exchange, such corporation complies with such law and with its certificate of incorporation or organizational documents.(c) The plan of share exchange shall include: (1) The name of each corporation whose shares will be acquired and the name of the corporation or other entity that will acquire such shares;(2) the terms and conditions of the share exchange;(3) the manner and basis of exchanging shares of a corporation whose shares will be acquired under the share exchange into shares or other securities, interests, obligations, rights to acquire shares or other securities, cash or other property, or any combination thereof; and(4) any other provisions required by the law of the state or country under which any party to the share exchange is organized or by which it is governed or by the certificate of incorporation or organizational documents of any such party.(d) Terms of a plan of share exchange may be made dependent on facts objectively ascertainable outside the plan in accordance with subsection (l) of section 33-608.(e) The plan of share exchange may also include a provision that the plan may be amended prior to the filing of a certificate of share exchange with the Secretary of the State, provided, if the shareholders of a domestic corporation that is a party to the share exchange are required or permitted to vote on the plan, the plan shall provide that, subsequent to approval of the plan by such shareholders, the plan may not be amended to: (1) Change the amount or kind of shares or other securities, interests, obligations, rights to acquire shares or other securities, cash or other property to be issued by the corporation or to be received by the shareholders of in any party to the share exchange in exchange for their shares under the plan; or(2) change any of the terms or conditions of the plan if the change would adversely affect such shareholders in any material respect.(f) This section does not limit the power of a domestic corporation to acquire shares of another corporation or interests in an other entity in a transaction other than a share exchange.Conn. Gen. Stat. § 33-816
( P.A. 94-186, S. 133, 215; P.A. 03-18, S. 19; 03-158, S. 11; P.A. 04-50, S. 2; P.A. 11-241, S. 36.)
Amended by P.A. 11-0241, S. 36 of the the 2011 Regular Session, eff. 1/1/2014.