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. If approval is sought at a meeting, notice goes to every shareholder, voting or nonvoting, states the merger purpose, and includes the Plan or a summary. For this merger into existing Target, also include Target's certificate of incorporation and bylaws or summaries of them. See § 33-817(4).

Under Conn. Gen. Stat. § 33-817(5), shareholder approval ordinarily requires a meeting at which a quorum representing a majority of votes entitled to be cast on the Plan is present. With that quorum, § 33-709(c) ordinarily approves a voting group's action when votes cast in favor exceed votes cast against; apply that rule separately to each voting group entitled to vote. Identify separate voting groups under § 33-817(6), subject to any valid certificate limitation under § 33-817(7). The certificate of incorporation or board may require a greater vote or quorum. For a corporation incorporated before January 1, 1997, § 33-817(13) instead generally requires two-thirds of each voting group and two-thirds of certain pre-1997 classes otherwise lacking a vote, unless the certificate expressly provides otherwise or shareholder approval is unnecessary under § 33-817(8) or (10). Section 33-601(b) also preserves certain lawful provisions in certificates in effect on January 1, 1997. Record the charter, incorporation date, outstanding share classes, and applicable exception before counting votes.

Under § 33-817(8), the survivor no-vote exception requires that the corporation survive, that its certificate of incorporation remain unchanged except for amendments permitted by § 33-796, and that each premerger shareholder retain the same number of shares with identical preferences, rights, and limitations. Check the certificate of incorporation for a provision requiring a vote. Section 33-817(8) does not impose a generic 20% issuance test.

If the merger would make a shareholder personally liable for another person or entity's obligations, obtain that shareholder's separate written consent under § 33-817(9) before approving the plan. Consent record: [SHAREHOLDER / SEPARATE SIGNED CONSENT / DATE / ATTACHMENT].

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.

☐ Under § 33-860(a), meeting notices state whether appraisal rights are, are not, or may be available. If they are or may be available, include §§ 33-855 through 33-872 for eligible record shareholders. Under § 33-860(d), also include the issuing corporation's required annual financial statements (or reasonably equivalent annual information if those statements are unavailable) and its latest interim statements, if any, unless a shareholder has waived that financial information in writing under § 33-860(e).

☐ 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 date, any amendments to the survivor's certificate, approval or no-vote statements, authorized signatures on behalf of each party, 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