CT HB06640

Amends section 33-706(g) regarding irrevocable proxy appointments to clarify that such appointments continue after share transfers, except transferees for value may revoke if unaware of the appointment and it was not noted on the share certificate or information statement.

Revises section 33-776 to limit indemnification and expense advancement for corporate officers to exclude liability from knowing violations of law, improper personal gain, conduct showing lack of good faith with conscious disregard for duties, or sustained patterns of inattention amounting to abdication of duties.

Modifies section 33-777 to specify that corporations may purchase and maintain insurance for directors and officers against liability, whether or not the corporation has power to indemnify them under the statute.

Updates section 33-778 to allow corporations to obligate themselves in advance to indemnify or advance expenses to directors and officers, and clarifies that indemnification rights cannot be eliminated for acts or omissions that occurred before any limiting amendments take effect.

All amendments become effective October 1, 2013, and align Connecticut's Business Corporation Act with the Model Business Corporation Act.