Connecticut 2013 Regular Session

Connecticut House Bill HB06640 Compare Versions

Only one version of the bill is available at this time.

Old	New	Differences
1	1	General Assembly Raised Bill No. 6640
2	2	January Session, 2013 LCO No. 4437
3	3	04437_______JUD
4	4	Referred to Committee on JUDICIARY
5	5	Introduced by:
6	6	(JUD)
7	7
8	8	General Assembly
9	9
10	10	Raised Bill No. 6640
11	11
12	12	January Session, 2013
13	13
14	14	LCO No. 4437
15	15
16	16	04437_______JUD
17	17
18	18	Referred to Committee on JUDICIARY
19	19
20	20	Introduced by:
21	21
22	22	(JUD)
23	23
24	24	AN ACT AMENDING THE CONNECTICUT BUSINESS CORPORATION ACT.
25	25
26	26	Be it enacted by the Senate and House of Representatives in General Assembly convened:
27	27
28	28	Section 1. Subsection (g) of section 33-706 of the general statutes is repealed and the following is substituted in lieu thereof (Effective October 1, 2013):
29	29
30	30	(g) [A] Unless an appointment of a proxy otherwise provides, an appointment made irrevocable under subsection (d) of this section continues in effect after a transfer of the shares and a transferee takes subject to the appointment, except that a transferee for value of shares subject to an irrevocable appointment may revoke the appointment if he did not know of its existence when he acquired the shares and the existence of the irrevocable appointment was not noted conspicuously on the certificate representing the shares or on the information statement for shares without certificates.
31	31
32	32	Sec. 2. Section 33-776 of the general statutes is repealed and the following is substituted in lieu thereof (Effective October 1, 2013):
33	33
34	34	(a) A corporation may indemnify and advance expenses under sections 33-770 to 33-779, inclusive, as amended by this act, to an officer [, employee or agent] of the corporation who is a party to a proceeding because he is an officer [, employee or agent] of the corporation (1) to the same extent as a director, and (2) if he is an officer [, employee or agent] but not a director, to such further extent [, consistent with public policy,] as may be provided by contract, the certificate of incorporation, the bylaws or a resolution of the board of directors except for (A) liability in connection with a proceeding by or in the right of the corporation other than for expenses incurred in connection with the proceeding, or (B) liability arising out of conduct that (i) constitutes a knowing and culpable violation of law by the officer, (ii) enabled the officer to receive an improper personal gain, (iii) showed a lack of good faith and conscious disregard for the duty of the officer to the corporation under circumstances in which the officer was aware that his conduct or omission created an unjustifiable risk of serious injury to the corporation, or (iv) constituted a sustained and unexcused pattern of inattention that amounted to an abdication of the officer's duty to the corporation. A corporation may delegate to its general counsel or other specified officer or officers the ability under this subsection to determine that indemnification or advance for expenses to such officer [, employee or agent] is permissible and the ability to authorize payment of such indemnification or advance for expenses. Nothing in this subdivision shall in any way limit either the ability or the obligation of a corporation to indemnify and advance expenses under other applicable law to any officer [, employee or agent] who is not a director.
35	35
36	36	(b) The provisions of subdivision (2) of subsection (a) of this section shall apply to an officer [, employee or agent] who is also a director if the basis on which he is made a party to the proceeding is an act or omission solely as an officer. [, employee or agent.]
37	37
38	38	(c) An officer [, employee or agent] of a corporation who is not a director is entitled to mandatory indemnification under section 33-772 and may apply to a court under section 33-774 for indemnification or advance for expenses, in each case to the same extent to which a director may be entitled to indemnification or advance for expenses under said sections.
39	39
40	40	(d) A corporation which was incorporated under the laws of this state, whether under chapter 599 of the general statutes, revised to January 1, 1995, or any other general law or special act, prior to January 1, 1997, shall, except to the extent that the certificate of incorporation expressly provides otherwise, indemnify under sections 33-770 to 33-779, inclusive, as amended by this act, except subdivision (2) of subsection (a) of section 33-771, each officer, employee or agent of the corporation who is not a director to the same extent as the corporation is permitted to provide the same to a director pursuant to subdivision (1) of subsection (a) and subsections (b), (c) and (d) of section 33-771, as limited by section 33-775, and for this purpose the determination required by section 33-775 may in addition be made by the general counsel of the corporation, or such other or additional officer or officers as the board of directors may specify.
41	41
42	42	Sec. 3. Section 33-777 of the general statutes is repealed and the following is substituted in lieu thereof (Effective October 1, 2013):
43	43
44	44	A corporation may purchase and maintain insurance on behalf of an individual who is a director [,] or officer [, employee or agent] of the corporation, or who, while a director [,] or officer [, employee or agent] of the corporation, serves at the corporation's request as a director, officer, partner, trustee, employee or agent of another domestic or foreign corporation, partnership, joint venture, trust, employee benefit plan or other entity, against liability asserted against or incurred by him in that capacity or arising from his status as a director [,] or officer [, employee or agent,] whether or not the corporation would have power to indemnify or advance expenses to him against the same liability under sections 33-770 to 33-779, inclusive, as amended by this act.
45	45
46	46	Sec. 4. Section 33-778 of the general statutes is repealed and the following is substituted in lieu thereof (Effective October 1, 2013):
47	47
48	48	(a) A corporation may, by a provision in its certificate of incorporation or bylaws or in a resolution adopted or a contract approved by its board of directors or shareholders, obligate itself in advance of the act or omission giving rise to a proceeding to provide indemnification in accordance with section 33-771 or advance funds to pay for or reimburse expenses in accordance with section 33-773. Any such obligatory provision shall be deemed to satisfy the requirements for authorization referred to in subsection (c) of section 33-773 and subsection (c) of section 33-775. Any such provision that obligates the corporation to provide indemnification to the fullest extent permitted by law shall be deemed to obligate the corporation to advance funds to pay for or reimburse expenses in accordance with section 33-773 to the fullest extent permitted by law, unless the provision specifically provides otherwise.
49	49
50	50	(b) A right of indemnification or to advances for expenses created by this subpart or under subsection (a) of this section and in effect at the time of an act or omission shall not be eliminated or impaired with respect to such act or omission by an amendment of the certificate of incorporation or bylaws or a resolution of the directors or shareholders, adopted after the occurrence of such act or omission, unless, in the case of a right created under subsection (a) of this section, the provision creating such right and in effect at the time of such act or omission explicitly authorizes such elimination or impairment after such act or omission has occurred.
51	51
52	52	(c) Any provision pursuant to subsection (a) of this section shall not obligate the corporation to indemnify or advance expenses to a director of a predecessor of the corporation, pertaining to conduct with respect to the predecessor, unless otherwise specifically provided. Any provision for indemnification or advance for expenses in the certificate of incorporation, bylaws or resolution of the board of directors or shareholders of a predecessor of the corporation in a merger or in a contract to which the predecessor is a party, existing at the time the merger takes effect, shall be governed by subdivision (3) of subsection (a) of section 33-820.
53	53
54	54	(d) Subject to subsection (b) of this section, a corporation may, by a provision in its certificate of incorporation, limit any of the rights to indemnification or advance for expenses created by or pursuant to sections 33-770 to 33-779, inclusive, as amended by this act.
55	55
56	56	(e) Sections 33-770 to 33-779, inclusive, as amended by this act, do not limit a corporation's power to pay or reimburse expenses incurred by a director or officer in connection with his appearance as a witness in a proceeding at a time when he is not a party.
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58	58	(f) Sections 33-770 to 33-779, inclusive, as amended by this act, do not limit a corporation's power to indemnify, advance expenses to or provide or maintain insurance on behalf of an employee or agent.
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63	63	This act shall take effect as follows and shall amend the following sections:
64	64	Section 1 October 1, 2013 33-706(g)
65	65	Sec. 2 October 1, 2013 33-776
66	66	Sec. 3 October 1, 2013 33-777
67	67	Sec. 4 October 1, 2013 33-778
68	68
69	69	This act shall take effect as follows and shall amend the following sections:
70	70
71	71	Section 1
72	72
73	73	October 1, 2013
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75	75	33-706(g)
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77	77	Sec. 2
78	78
79	79	October 1, 2013
80	80
81	81	33-776
82	82
83	83	Sec. 3
84	84
85	85	October 1, 2013
86	86
87	87	33-777
88	88
89	89	Sec. 4
90	90
91	91	October 1, 2013
92	92
93	93	33-778
94	94
95	95	Statement of Purpose:
96	96
97	97	To amend the Connecticut Business Corporation Act in a manner that is consistent with the Model Business Corporation Act.
98	98
99	99	[Proposed deletions are enclosed in brackets. Proposed additions are indicated by underline, except that when the entire text of a bill or resolution or a section of a bill or resolution is new, it is not underlined.]