Connecticut Corporation Merger Agreement and Approval Packet

CONNECTICUT CORPORATION MERGER AGREEMENT AND APPROVAL PACKET

Scope gate. Use only for a negotiated merger of two Connecticut domestic business corporations in which [MERGER SUB] merges into [TARGET] and Target survives. Exclude foreign or noncorporate parties, short-form mergers, regulated entities, public-company structures, insolvency, and contested control.

1. Transaction Classification

☐ Reconcile certificates, bylaws, stock ledgers, voting agreements, equity awards, board records, contracts, liens, permits, taxes, employees, benefits, litigation, property, data, insurance, and foreign qualifications.

2. Negotiated Transaction Agreement

This Transaction Agreement is made as of [DATE] between [TARGET] and [MERGER SUB]. Subject to the statutory Plan and all approvals, Merger Sub will merge into Target and Target will survive.

Schedules state capitalization, consideration, conversion and exchange mechanics, representations, covenants, conditions, termination, expenses, remedies, and risk allocation. A contractual waiver cannot replace mandatory approval, appraisal procedure, or filing.

3. Exhibit A — Plan of Merger

Under Conn. Gen. Stat. § 33-815, state the parties and survivor, terms and conditions, share-conversion mechanics, and survivor organic-document terms.

1. Parties and survivor. [________________________________]
2. Terms and conditions. [________________________________]
3. Share treatment.

4. Survivor certificate. ☐ unchanged ☐ amended as Attachment A.
5. Amendment / abandonment. [State authority and post-approval limits.]
6. Effective time. [________________________________]

4. Approval Record

Each board adopts the Plan and generally submits it to shareholders. Meeting notice goes to every shareholder, voting or nonvoting, states the merger purpose, and includes the Plan or a summary plus the relevant survivor organic documents.

Section 33-817 requires a majority-of-entitled-votes quorum for each voting group. Once quorum exists, apply § 33-709: votes cast favoring the Plan must exceed votes cast opposing it, unless the certificate or board requires more. Preserve every separate voting group.

The survivor no-vote exception requires survival, only permitted certificate changes, and the same number of continuing shares with identical preferences, limitations, and relative rights. Section 33-817 does not impose a generic 20% issuance test.

5. Appraisal Workflow

Classify each holder under § 33-856. Rights can depend on whether shareholder approval is required, whether shares remain outstanding, market status, consideration, and interested-transaction rules.

☐ Approval materials state whether appraisal rights are or may be available and include the required statutory material.

☐ Pre-vote notices, no-favorable-vote conditions, demands, payments, supplemental demands, and court dates are separately calendared.

6. Certificate of Merger

Prepare and deliver the certificate required by § 33-819. Record party and survivor names, effective time, survivor certificate terms, approval or no-vote statements, authorized signatures, acceptance, and receipt. Do not file confidential disclosure schedules.

7. Closing and Signatures

☐ Final Plan matches the approved version; filing acceptance and effective time are independently confirmed; consideration, appraisal notices, contracts, permits, tax, payroll, benefits, insurance, property, data, stock ledger, and minute books are completed.

[TARGET] — By: __________________ Name / title: [________________] Date: [__/__/____]

[MERGER SUB] — By: __________________ Name / title: [________________] Date: [__/__/____]

Sources and References

• Connecticut General Assembly — current Chapter 601
• Connecticut General Assembly — 2026 supplements index