CT HB05530

Modifies notice provisions for corporations to address written notice to the secretary of the corporation at its principal office shown in its most recent annual report, effective October 1, 2010.

Revises appraisal rights procedures to require corporations to provide annual financial statements (not more than 16 months old) and latest quarterly financial statements when paying dissenting shareholders, with an exception allowing reasonably equivalent financial information if annual statements are unavailable.

Authorizes board of directors to delegate to officers the authority to designate recipients and determine terms of equity compensation awards (rights, options, warrants) within board-established limits, with restrictions preventing self-designation and other specified persons.

Establishes that corporations may submit matters to shareholder vote even if the board later determines it no longer recommends the matter, and requires boards to transmit the basis for not recommending corporate actions when conflicts of interest or special circumstances exist.

Changes the director duty standard from "shall consider" to "may consider" certain stakeholder interests and community factors when determining the corporation's best interests in contexts involving mergers, share exchanges, asset dispositions, and amendments.