CT HB05073

Changes the term "executed" to "signed" for certificates of merger or share exchange, effective January 1, 2014.

Restricts professional service limited liability companies to merging only with other domestic LLCs organized to render the same professional service, effective January 1, 2014.

Adds exemptions to the transfer of establishment definition, including conversions of partnerships to LLCs, transfers in abandoned brownfield cleanup programs, transfers from bankruptcy courts or municipalities to nonprofits, and certain brownfield remediation program acquisitions, effective January 1, 2014.

Permits corporations to adopt bylaws allowing shareholder nominees in director elections and requiring reimbursement of shareholder proxy solicitation expenses, with board authority to set reasonable procedures, effective October 1, 2012.

Clarifies that appraisal rights are unavailable for shareholders in asset dispositions where net corporate assets will be distributed in cash within one year, and makes appraisal rights available for shareholders required to accept non-cash consideration in interested transactions, effective October 1, 2012.