Connecticut General Statutes 33-820 – Effect of merger or share exchange
(a) When a merger becomes effective:
Terms Used In Connecticut General Statutes 33-820
- Appraisal: A determination of property value.
- Contract: A legal written agreement that becomes binding when signed.
- 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.
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- Service of process: The service of writs or summonses to the appropriate party.
(1) The corporation that is designated in the certificate of merger as the survivor continues or comes into existence, as the case may be;
(2) The separate existence of every corporation that is merged into the survivor ceases;
(3) All liabilities of each corporation that is merged into the survivor are vested in the survivor;
(4) All property owned by, and every contract right possessed by, each corporation that merges into the survivor is vested in the survivor without reversion or impairment;
(5) The name of the survivor may, but need not be, substituted in any pending proceeding for the name of any party to the merger whose separate existence ceased in the merger;
(6) The certificate of incorporation of the survivor are amended to the extent provided in the certificate of merger;
(7) The certificate of incorporation of a survivor that is created by the merger become effective; and
(8) The shares of each corporation that is a party to the merger that are to be converted under the plan of merger into shares or other securities, interests, obligations, rights to acquire shares or other securities, cash or other property, or any combination thereof, are converted, and the former holders of such shares or interests are entitled only to the rights provided to them in the plan of merger or to any rights they may have under sections 33-855 to 33-879, inclusive.
(b) When a share exchange becomes effective, the former holders of shares of each domestic corporation that are to be exchanged for shares or other securities, interests, obligations, rights to acquire shares or other securities, cash or other property, or any combination thereof, are entitled only to the rights provided to them in the plan of share exchange or to any rights they may have under sections 33-855 to 33-879, inclusive.
(c) Any shareholder of a domestic corporation that is a party to a merger or a share exchange and, prior to the merger or the share exchange, was liable for the liabilities or obligations of such corporation, shall not be released from such liabilities or obligations by reason of the merger or the share exchange.
(d) Upon a merger becoming effective, a foreign corporation that is the survivor of the merger is deemed to: (1) Appoint the Secretary of the State as its agent for service of process in a proceeding to enforce the rights of shareholders of each domestic corporation that is a party to the merger who exercise appraisal rights; and (2) agree that it shall promptly pay the amount, if any, to which such shareholders are entitled under sections 33-855 to 33-879, inclusive.