Sec. 33-845. Excepted business combinations.
Sec. 33-845. Excepted business combinations. The provisions of section 33-844
shall not apply:
(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.
(P.A. 94-186, S. 146, 215.)
History: P.A. 94-186 effective January 1, 1997.