Connecticut § 33-606 - Defective corporate actions. Definitions.

§ 33-606. Defective corporate actions. Definitions.

Sec. 33-606. Defective corporate actions. Definitions. As used in this section and sections 33-606a to 33-606g, inclusive:

(1) “Corporate action” means any action taken by or on behalf of the corporation, including any action taken by the incorporator, the board of directors, a committee of the board of directors, an officer or agent of the corporation or the shareholders.

(2) “Date of the defective corporate action” means the date, or the approximate date if the exact date is unknown, the defective corporate action was purported to have been taken.

(3) “Defective corporate action” means (A) any corporate action purportedly taken that is, and at the time such corporate action was purportedly taken would have been, within the power of the corporation, but that is void or voidable due to a failure of authorization, and (B) an overissue.

(4) “Failure of authorization” means the failure to authorize, approve or otherwise effect a corporate action in compliance with the provisions of sections 33-600 to 33-998, inclusive, the certificate of incorporation or bylaws of the corporation, a corporate resolution or any plan or agreement to which the corporation is a party, if and to the extent such failure would render such corporate action void or voidable.

(5) “Overissue” means the purported issuance of: (A) Shares of a class or series in excess of the number of shares of a class or series the corporation has the power to issue under section 33-665 at the time of such issuance; or (B) shares of any class or series that is not then authorized for issuance by the certificate of incorporation.

(6) “Putative shares” means the shares of any class or series, including shares issued upon exercise of rights, options, warrants or other securities convertible into shares of the corporation, or interests with respect to such shares, that were created or issued as a result of a defective corporate action, that (A) but for any failure of authorization would constitute valid shares, or (B) cannot be determined by the board of directors to be valid shares.

(7) “Valid shares” means the shares of any class or series that have been duly authorized and validly issued in accordance with sections 33-600 to 33-998, inclusive, including as a result of ratification or validation under this section and sections 33-606a to 33-606g, inclusive.

(8) “Validation effective time” means, with respect to any defective corporate action ratified under this section and sections 33-606a to 33-606g, inclusive, the later of (A) the time at which the ratification of the defective corporate action is approved by the shareholders, or if approval of shareholders is not required, the time at which the notice required by section 33-606d becomes effective in accordance with section 33-603; and (B) the time at which any certificate of validation filed in accordance with section 33-606f becomes effective. The validation effective time shall not be affected by the filing or pendency of a judicial proceeding under section 33-606g or any other provision of law, unless otherwise ordered by the Superior Court.

(P.A. 17-108, S. 3.)