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Connecticut Corporation Law & Practice, Second Edition by Marilyn J. Ward Ford Connecticut Corporation Law & Practice, Second Edition by Marilyn J. Ward Ford

Connecticut Corporation Law & Practice, Second Edition

By Marilyn J. Ward Ford
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Connecticut Corporation Law & Practice, Second Edition is a complete up-to-date guide to understanding Connecticut corporation law, both procedural and substantive.This single-volume treatise includes legislative history, major case law holdings and statutes, rules, and regulations governing the internal affairs of Connecticut corporations and limited liability companies, with special emphasis on such topics as mergers, tender offers, dissenter's rights, quorum and voting rights, directors' duties and liabilities, and the law governing foreign corporation

Connecticut Corporation Law & Practice, Second Edition provides full coverage of a wide range of material within a coherent and cohesive structure, including detailed analysis and discussion of changes in Connecticut law, which will have a significant impact on the formation, organization, operation, management, and dissolution of Connecticut corporations; recent case law developments; and analysis and discussion of the Connecticut Business Corporations Act, Tender Offer Act, and Limited Liability Company Act, with references to the Connecticut Nonstock Act. It also provides official forms and recent changes to the Revised Model Business Corporation Act.

Note: Online subscriptions are for three-month periods.


Last Updated 03/11/2021
Update Frequency Annually
Product Line Wolters Kluwer Legal & Regulatory U.S.
ISBN 9780735511224
SKU 10046304-7777
Publish Frequency Annually
Product Line Wolters Kluwer Legal & Regulatory U.S.
SKU 000000000010071653
Table of Contents


Chapter 1
History and Significance of the Connecticut Business Corporation Act

Chapter 2
Business Corporations


Incorporating in Connecticut


Limitations on Corporate Name


Name Reservation and Registration


Procedure for Incorporation


Functions of the Secretary of State


Service Fees


Corporate Existence


Certificate of Incorporation


Corporate Powers


Corporate Purposes


Authorized Shares


Minimum Capital


Registered Office and Registered Agent


Franchise Tax


Organizing for Business


Tax Considerations on Organizing


Principal Office


De Facto Corporations


Professional Service Corporations


Transaction of Business in Connecticut by Foreign Corporations

Chapter 3




Corporate Seal


Amendment of Certificate of Incorporation


Failure to Organize


Reports to the Secretary of State


Meetings of Shareholders


Books and Records


Ultra Vires Acts


Piercing the Corporate Veil

Chapter 4


General Rights


Taking Shareholder Action


Eligibility to Vote


Shareholders' Meetings


Agreements by Shareholders


Derivative Proceedings

Chapter 5
Directors and Officers


Authority of Directors and Officers


Manner of Acting


Meetings of Directors


Committees of the Board of Directors


Qualification and Election of Directors




Resignation, Removal, and Vacancies




Indemnity by Corporation


Business Judgment Rule

Chapter 6
Distributions and Shares


Former CSCA Provisions


Distributions to Shareholders


Authorized Capital




Issuance of Shares


Transfer of Shares

Chapter 7
Amendment of Certificate of Incorporation


Power to Amend


Authority to Amend


Vote Required


Certificate of Amendment


Restated Certificate of Incorporation


Amendment under Federal Reorganization

Chapter 8
Merger and Share Exchange


Definitions and Authority


Plan of Merger or Share Exchange


Approval of Plan


Amendment or Abandonment of Plan


Merger and Share Exchange between Foreign and Domestic Corporations


Merger with Subsidiary


Effective Date


Certificate of Merger or Share Exchange


Effect of Merger or Share Exchange

Chapter 9
Sale of Assets


Issues and Background


Current Statutory Provisions

Chapter 10
Tender Offers


Overview and Historical Background of Statutory Provisions


Tender Offer Act


Fair Price Provisions


Control Share Acquisitions

Chapter 11
Appraisal Rights


History and Purpose of Statutory Provisions


Overview of Shareholder's Approval Rights


Procedure for Exercise of Appraisal Rights


Payment and Remedies of Dissatisfied Shareholders


Judicial Appraisal Proceeding


Exclusivity of Remedy

Chapter 12


Methods of Dissolution


Voluntary Dissolution


Involuntary Dissolution


Effect of Dissolution


Federal Bankruptcy Law—A Brief Note

Chapter 13
Limited Liability Companies


Advantages and Disadvantages of Limited Liability Companies




Members and Managers


Contributions, Allocations, Distributions, and Transfer of Interests


Amendment of Certificate of Organization


Merger or Interest Exchange




Foreign Limited Liability Companies

Revenue Ruling 94-79




Appendix A Connecticut Business Corporation Act


Appendix B Connecticut Stock Corporation Act


Appendix C Model Business Corporation Act


Appendix D Connecticut Uniform Limited Liability Company Act


Appendix E Nonstock Corporation Act


Appendix F Tender Offer Act


Appendix G Professional Service Corporations


Appendix H Recent Connecticut Legislation

Table of Cases