AN ACT CONCERNING THE ESTABLISHMENT OF BENEFIT CORPORATIONS AND THE LIABILITY OF AN EMPLOYER WHO DISCIPLINES OR DISCHARGES AN EMPLOYEE ON ACCOUNT OF THE EXERCISE OF CERTAIN CONSTITUTIONAL RIGHTS.

Be it enacted by the Senate and House of Representatives in General Assembly convened:

Section 1. (NEW) (Effective October 1, 2013) Sections 1 to 14, inclusive, of this act shall be known and may be cited as the "Connecticut Benefit Corporation Act".

Sec. 2. (NEW) (Effective October 1, 2013) (a) Sections 1 to 14, inclusive, of this act shall be applicable to all benefit corporations.

(b) The existence of a provision of sections 1 to 14, inclusive, of this act shall not of itself create an implication that a contrary or different rule of law is applicable to a business corporation that is not a benefit corporation. The provisions of sections 1 to 14, inclusive, of this act shall not affect a statute or rule of law that is applicable to a business corporation that is not a benefit corporation.

(c) Except as otherwise provided in sections 1 to 14, inclusive, of this act, the provisions of chapter 601 of the general statutes shall be generally applicable to all benefit corporations. The specific provisions of sections 1 to 14, inclusive, of this act shall control over the general provisions of chapter 601 of the general statutes. A benefit corporation shall be simultaneously subject to the provisions of sections 1 to 14, inclusive, of this act and the provisions of chapter 601 of the general statutes.

(d) A provision of the certificate of incorporation or bylaws of a benefit corporation may not limit, be inconsistent with, or supersede a provision of sections 1 to 14, inclusive, of this act.

(e) Nothing in sections 1 to 14, inclusive, of this act shall be construed as creating or granting to any person any contractual rights to, or proprietary interest in, the income or assets of the benefit corporation by virtue of the fact that they may directly or indirectly benefit from the general or any specific public benefit of the benefit corporation. Nothing in sections 1 to 14, inclusive, of this act shall (1) be construed as imposing or creating a charitable use, interest or restriction on any of the property or assets of a benefit corporation, or (2) deprive the Attorney General of jurisdiction over a benefit corporation under any other applicable law.

Sec. 3. (NEW) (Effective October 1, 2013) As used in sections 1 to 14, inclusive, of this act, unless the context otherwise requires:

(1) "Benefit corporation" means a business corporation that has elected to become subject to the provisions of sections 1 to 11, inclusive, of this act, and whose status as a benefit corporation has not been terminated pursuant to section 6 of this act.

(2) "Benefit director" means either (A) the director designated as the benefit director of a benefit corporation under subsection (a) of section 9 of this act; or (B) if a shareholder agreement of a benefit corporation eliminates the board of directors or transfers to one or more shareholders or other persons all or part of the authority to exercise corporate powers or to manage the business and affairs of the corporation, a person with one or more of the powers, duties or rights of a benefit director as provided in such shareholder agreement.

(3) "Benefit enforcement proceeding" means any claim or action for: (A) Failure of a benefit corporation to pursue or create a general public benefit or a specific public benefit purpose set forth in its certificate of incorporation, or (B) violation of any obligation, duty or standard of conduct under sections 2 to 14, inclusive, of this act.

(4) "Benefit officer" means the individual designated as the benefit officer of a benefit corporation under section 11 of this act.

(5) "Business corporation" means a corporation whose internal affairs are governed by chapter 601 of the general statutes.

(6) "General public benefit" means a material positive impact on society and the environment, taken as a whole, assessed against a third-party standard, from the business and operations of a benefit corporation.

(7) "Independent" means having no material relationship with a benefit corporation or a subsidiary of the benefit corporation, provided that a person who serves as a benefit director or benefit officer does not lack independence solely by serving in such capacity.

(8) "Material relationship" means a relationship between a person and a benefit corporation or any of its subsidiaries if any of the following apply: (A) The person is, or has been within the last three years, an employee other than a benefit officer of the benefit corporation or a subsidiary; (B) an immediate family member of the person is, or has been within the last three years, an executive officer other than a benefit officer of the benefit corporation or a subsidiary; or (C) there is beneficial or record ownership of five per cent or more of the outstanding shares of the benefit corporation, calculated as if all outstanding rights to acquire shares in the benefit corporation had been exercised, by (i) the person, or (ii) an entity (I) of which the person is a director, an officer or a manager; or (II) in which the person owns beneficially or of record five per cent or more of the outstanding equity interests, calculated as if all outstanding rights to acquire equity interests in the entity had been exercised.

(9) "Minimum status vote" means (A) in the case of a business corporation, in addition to any other required approval or vote, the satisfaction of the following conditions: (i) The shareholders of every class or series shall be entitled to vote as a separate voting group on the corporate action regardless of a limitation stated in the certificate of incorporation or bylaws on the voting rights of any class or series; and (ii) the corporate action shall be approved by the vote of shareholders of each class or series entitled to cast at least two-thirds of the votes that shareholders of the class or series are entitled to cast on the action; and (B) in the case of a domestic entity other than a business corporation, in addition to any other required approval, vote or consent, the satisfaction of the following conditions: (i) The holders of each class or series of equity interest in the entity that are entitled to receive a distribution of any kind from the entity shall be entitled to vote on or consent to the action regardless of any otherwise applicable limitation on the voting or consent rights of any class or series; and (ii) the action shall be approved by the vote or written consent of the holders described in subparagraph (B)(i) of this subdivision entitled to cast at least two-thirds of the votes that all of those holders are entitled to cast on the action.

(10) "Publicly traded corporation" means a business corporation that has shares listed on a national securities exchange or traded in a market maintained by one or more members of a national securities association.

(11) "Specific public benefit" includes, without limitation: (A) Providing low-income or underserved individuals or communities with beneficial products or services; (B) promoting economic opportunity for individuals or communities beyond the creation of jobs in the normal course of business; (C) protecting or restoring the environment; (D) improving human health; (E) promoting the arts, sciences or advancement of knowledge; (F) increasing the flow of capital to other benefit corporations or similar entities whose purpose is to benefit society or the environment; and (G) conferring any other particular benefit on society or the environment.

(12) "Third-party standard" means a recognized standard for defining, reporting and assessing corporate social and environmental performance that is (A) comprehensive because the standard assesses the effect of the business and its operations upon the interests listed in subparagraphs (B), (C), (D) and (E) of subdivision (1) of subsection (a) of section 8 of this act; (B) developed by an entity that is independent; and (C) transparent because the following information is publicly available about the development and revision of the standard: the identity of the directors, officers, material owners, and the governing body of the entity that developed and controls revisions to the standard; the process by which revisions to the standard and changes to the membership of the governing body are made; and an accounting of the revenue and sources of financial support for the entity, with sufficient detail to disclose any relationships that could reasonably be considered to present a potential conflict of interest.

Sec. 4. (NEW) (Effective October 1, 2013) A benefit corporation shall be incorporated in accordance with the provisions of chapter 601 of the general statutes by filing its certificate of incorporation with the office of the Secretary of the State, and such certificate of incorporation shall state that the corporation is a benefit corporation.

Sec. 5. (NEW) (Effective October 1, 2013) (a) A business corporation that was not formed as a benefit corporation may elect to become a benefit corporation by amending its certificate of incorporation so that such certificate contains, in addition to the matters required by chapter 601 of the general statutes, a statement that the corporation is a benefit corporation. Any such amendment to the certificate of incorporation shall be adopted in accordance with the procedures set forth in chapter 601 of the general statutes. In order to be effective, such amendment shall be approved by a minimum status vote.

(b) If an entity that is not a benefit corporation is a party to (1) a merger in which (A) the surviving entity will be a benefit corporation, or (B) shares or other equity interests in such entity will be converted into a right to receive shares of a benefit corporation, or (2) a share exchange with a benefit corporation in which the shares or other equity interests of the entity will be exchanged for shares of a benefit corporation, the plan of merger or share exchange shall be approved by a minimum status vote in addition to any other vote required by chapter 601 of the general statutes, the certificate of incorporation or the bylaws of the benefit corporation. If an entity other than a corporation is a party to any of the foregoing transactions and a minimum status vote by the equity owners of such entity is required for approval of the transaction, the equity owners of the entity shall be entitled to appraisal rights under the procedures set forth in chapter 601 of the general statutes as if the entity were a corporation.

Sec. 6. (NEW) (Effective October 1, 2013) (a) A benefit corporation may terminate its status as such and cease to be subject to the provisions of sections 2 to 14, inclusive, of this act, by amending its certificate of incorporation to delete any provision stating that it is a benefit corporation. Any such amendment to the certificate of incorporation shall be adopted in accordance with the procedures set forth in chapter 601 of the general statutes. In order to be effective, such amendment shall be approved by a minimum status vote.

(b) An election to become a benefit corporation may be made irrevocable if the certificate of incorporation of the benefit corporation is amended to provide that the benefit corporation election may not be terminated. Any such amendment may be made no earlier than four years after the formation of the benefit corporation or the election to become a benefit corporation, as the case may be, and in order to be effective such election shall be approved by the unanimous vote or written consent of the shareholders of every class or series, regardless of a limitation stated in the certificate of incorporation or bylaws on the voting rights of any such class or series.

(c) If a benefit corporation is a party to (1) a merger in which (A) the surviving entity will not be a benefit corporation, or (B) shares of such benefit corporation will be converted into a right to receive shares or other equity interests of an entity that is not a benefit corporation, or (2) a share exchange in which the shares of the benefit corporation will be exchanged for shares or other equity interests of an entity that is not a benefit corporation, the plan of merger or share exchange shall be approved by a minimum status vote in addition to any other vote required by chapter 601 of the general statutes, the certificate of incorporation or the bylaws of the benefit corporation.

(d) Any sale, lease, exchange, or other disposition of all or substantially all of the assets of a benefit corporation, unless the transaction is in the usual and regular course of business, shall not be effective unless the transaction is approved by a minimum status vote in addition to any other vote required by chapter 601 of the general statutes, the certificate of incorporation or the bylaws of the benefit corporation.

Sec. 7. (NEW) (Effective October 1, 2013) (a) A benefit corporation shall have a purpose of creating general public benefit. This purpose is in addition to its purposes under chapter 601 of the general statutes.

(b) In addition to the purposes set forth in subsection (a) of this section, the certificate of incorporation of a benefit corporation may identify as a purpose one or more specific public benefits that the benefit corporation intends to create. The identification of a specific public benefit under this subsection does not limit the obligation of a benefit corporation under subsection (a) of this section.

(c) The creation of general public benefit and specific public benefit under subsections (a) and (b) of this section is in the best interests of the benefit corporation.

(d) A benefit corporation may amend its certificate of incorporation to add, amend, or delete as a purpose the identification of a specific public benefit that the benefit corporation intends to create. In order to be effective, the amendment shall be adopted by a minimum status vote in addition to any other vote required by chapter 601 of the general statutes, the certificate of incorporation or the bylaws of the benefit corporation.

Sec. 8. (NEW) (Effective October 1, 2013) (a) In discharging the duties of their respective positions and in considering the best interests of the benefit corporation, the board of directors, any committee of the board, and the directors of a benefit corporation (1) shall consider the effects of any action upon: (A) The shareholders of the benefit corporation; (B) the employees and workforce of the benefit corporation, its subsidiaries, and its suppliers; (C) the interests of the customers of the benefit corporation as beneficiaries of the general public benefit or specific public benefit purposes of the benefit corporation; (D) community and societal factors, including those of each community in which offices or facilities of the benefit corporation, its subsidiaries, or its suppliers are located; (E) the local and global environment; (F) the short-term and long-term interests of the benefit corporation, including benefits that may accrue to the benefit corporation from its long-term plans and the possibility that these interests may be best served by the continued independence of the benefit corporation; and (G) the ability of the benefit corporation to accomplish its general public benefit purpose and any specific public benefit purpose; (2) may consider: (A) In the circumstances described in subsection (d) of section 33-756 of the general statutes, the interests referred to in said subsection (d); and (B) other pertinent factors or the interests of any other group that they deem appropriate; and (3) need not give priority to the interests of a particular person or group referred to in subdivisions (1) or (2) of this subsection over the interests of any other person or group unless the benefit corporation has stated in its certificate of incorporation its intention to give priority to certain interests related to its accomplishment of its general public benefit purpose or of a specific public benefit purpose identified in its certificate of incorporation.

(b) The consideration of interests and factors in the manner required by subsection (a) of this section, (1) shall not constitute a violation of section 33-756 of the general statutes, and (2) is in addition to the power of directors to consider the interests and factors referred to in subsection (d) of section 33-756 of the general statutes in the circumstances described in subsection (d) of section 33-756 of the general statutes.

(c) A director shall not be personally liable for (1) any act or omission in the course of performing the duties of a director under subsection (a) of this section if the director performed the duties of the position in compliance with section 33-756 of the general statutes and this section; or (2) failure of the benefit corporation to pursue or create general public benefit or any specific public benefit.

(d) A director does not have a duty to a person that is a beneficiary of the general public benefit purpose or a specific public benefit purpose of a benefit corporation arising from the status of the person as a beneficiary.

Sec. 9. (NEW) (Effective October 1, 2013) (a) The board of directors of a benefit corporation that is a publicly traded corporation shall, and the board of any other benefit corporation may, include a director, who shall (1) be designated the benefit director; and (2) have, in addition to the powers, duties, rights, and immunities of the other directors of the benefit corporation, the powers, duties, rights, and immunities provided in sections 2 to 14, inclusive, of this act.

(b) The benefit director shall be elected, and may be removed, in the manner provided under chapter 601 of the general statutes. The benefit director shall be an individual who is independent. The benefit director may serve as the benefit officer at the same time as serving as the benefit director. The certificate of incorporation, bylaws or a shareholder agreement of a benefit corporation may prescribe additional qualifications of the benefit director not inconsistent with this subsection.

(c) The benefit director shall prepare, and the benefit corporation shall include in the annual benefit report to shareholders required by section 13 of this act, the opinion of the benefit director on all of the following: (1) Whether the benefit corporation acted in accordance with its general public benefit purpose and any specific public benefit purposes in all material respects during the period covered by the report; (2) whether the directors and officers complied with subsection (a) of section 8 of this act and subsection (a) of section 10 of this act, respectively; and (3) if, in the opinion of the benefit director, the benefit corporation or its directors or officers failed to comply with subdivision (2) of this subsection, and, if so, a description of the ways in which the benefit corporation or its directors or officers failed to comply.

(d) The act or omission of an individual in the capacity of a benefit director shall constitute for all purposes an act or omission of that individual in the capacity of a director of the benefit corporation.

(e) Regardless of whether the certificate of incorporation of a benefit corporation includes a provision limiting the personal liability of directors, as authorized by chapter 601 of the general statutes, a benefit director shall not be personally liable for any act or omission in the capacity of a benefit director unless the act or omission constitutes self-dealing, wilful misconduct, or a knowing violation of law.

Sec. 10. (NEW) (Effective October 1, 2013) (a) Each officer of a benefit corporation shall consider the interests and factors described in subdivision (1) of subsection (a) of section 8 of this act in the manner provided in said subdivision if (1) the officer has discretion to act with respect to a matter; and (2) it reasonably appears to the officer that the matter may have a material effect on the creation by the benefit corporation of general public benefit or a specific public benefit identified in the certificate of incorporation of the benefit corporation.

(b) The consideration of interests and factors in the manner described in subsection (a) of this section shall not constitute a violation of section 33-765 of the general statutes.

(c) An officer shall not be personally liable for (1) an act or omission as an officer in the course of performing the duties of an officer under subsection (a) of this section if the officer performed the duties of the position in compliance with section 33-765 of the general statutes and this section; or (2) failure of the benefit corporation to pursue or create general public benefit or any specific public benefit.

(d) An officer does not have a duty to a person that is a beneficiary of the general public benefit purpose or a specific public benefit purpose of a benefit corporation arising from the status of the person as a beneficiary.

Sec. 11. (NEW) (Effective October 1, 2013) (a) A benefit corporation may have an officer designated as the benefit officer.

(b) A benefit officer shall have (1) the powers and duties relating to the purpose of the corporation to create general public benefit or specific public benefit provided: (A) By the bylaws; or (B) absent controlling provisions in the bylaws, by resolutions or orders of the board of directors, and (2) the duty to prepare the benefit report required pursuant to subsection (b) of section 13 of this act.

Sec. 12. (NEW) (Effective October 1, 2013) (a) Except in a benefit enforcement proceeding, no person may bring an action or assert a claim against a benefit corporation or its directors or officers with respect to (1) failure to pursue or create general public benefit or a specific public benefit set forth in its certificate of incorporation; or (2) violation of an obligation, duty, or standard of conduct under sections 2 to 14, inclusive, of this act.

(b) A benefit corporation shall not be liable for monetary damages under sections 2 to 14, inclusive, of this act, for any failure of the benefit corporation to pursue or create general public benefit or a specific public benefit.

(c) A benefit enforcement proceeding may be commenced or maintained only (1) directly by the benefit corporation; or (2) derivatively in accordance with the provisions of chapter 601 of the general statutes by (A) a person or group of persons that owns beneficially or of record at least five per cent of the total number of shares of all classes and series outstanding on the date the benefit enforcement proceeding is commenced; (B) a person or group of persons that owns beneficially or of record ten per cent or more of the outstanding equity interests in an entity of which the benefit corporation is a majority-owned subsidiary; or (C) other persons as specified in the certificate of incorporation or bylaws of the benefit corporation.

(d) For purposes of this section, a person is the beneficial owner of shares or equity interests if the shares or equity interests are held in a voting trust or by a nominee on behalf of the beneficial owner.

Sec. 13. (NEW) (Effective October 1, 2013) (a) A benefit corporation shall select a third-party standard. Selection or changing a third-party standard shall require approval by (1) the greater of (A) a majority of all the directors in office when the action is taken, or (B) the number of directors required by the certificate of incorporation or bylaws of the benefit corporation to take action under this section, or (2) the vote or written consent of the shareholders required by the certificate of incorporation or bylaws of the benefit corporation to take action under this section.

(b) A benefit corporation shall prepare an annual benefit report that includes all of the following information: (1) A narrative description of (A) the ways in which the benefit corporation pursued general public benefit during the year and the extent to which general public benefit was created; (B) both (i) the ways in which the benefit corporation pursued a specific public benefit that the certificate of incorporation states it is the purpose of the benefit corporation to create; and (ii) the extent to which that specific public benefit was created; (C) any circumstances that have hindered the creation by the benefit corporation of general public benefit or specific public benefit; and (D) the process and rationale for selecting or changing the third-party standard used to prepare the benefit report; (2) an assessment of the overall social and environmental performance of the benefit corporation against a third-party standard (i) applied consistently with any application of that standard in prior benefit reports; or (ii) accompanied by an explanation of the reasons for any inconsistent application or the change to that standard from the one used in the most recent prior report; (3) the name of the benefit director and the benefit officer, if any, and the address to which correspondence to each of them may be directed; (4) the compensation paid by the benefit corporation during the year to each director in the capacity of a director; (5) the statement of the benefit director described in subsection (c) of section 9 of this act; (6) a statement of any connection between the organization that established the third-party standard, or its directors, officers or any holder of five per cent or more of the voting power or capital interests in the organization, and the benefit corporation or its directors, officers or any holder of five per cent or more of the outstanding shares of the benefit corporation, including any financial or governance relationship which might materially affect the credibility of the use of the third-party standard; and (7) if a shareholder agreement eliminates the board of directors or transfers to one or more shareholders or other persons all or part of the authority to exercise corporate powers or to manage the business and affairs of the corporation, a description of (A) the persons that exercise the powers, duties and rights and who have the immunities of the board of directors, and (B) the name of the person, if any, who is vested with the powers, duties, rights and immunities of a benefit director.

(c) If, during the year covered by a benefit report, a benefit director or benefit officer resigned from or refused to stand for reelection to the position of benefit director or benefit officer, or was removed from the position of benefit director or benefit officer, and the benefit director or benefit officer furnished the benefit corporation with a written statement or correspondence concerning the circumstances surrounding the resignation, refusal, or removal, the benefit report shall include that correspondence as an exhibit.

(d) Neither the benefit report nor the assessment of the performance of the benefit corporation in the benefit report required by subdivision (2) of subsection (a) of this section needs to be audited or certified by the third-party standard provider.

Sec. 14. (NEW) (Effective October 1, 2013) (a) A benefit corporation shall send its annual benefit report to each shareholder (1) not later than one hundred twenty days following the end of the fiscal year of the benefit corporation; or (2) at the same time that the benefit corporation delivers any other annual report to its shareholders, whichever is earlier.

(b) A benefit corporation shall post all of its benefit reports on the public portion of its Internet web site, if any; but the compensation paid to directors and any financial, confidential or proprietary information included in any benefit report may be omitted from the benefit report as posted.

(c) If a benefit corporation does not have an Internet web site, the benefit corporation shall provide a copy of its most recent benefit report, without charge, to any person that requests a copy of such benefit report, but the compensation paid to directors and any financial, confidential or proprietary information included in the benefit report may be omitted from the copy of the benefit report provided.

Sec. 15. Subsections (a) and (b) of section 33-856 of the general statutes are repealed and the following is substituted in lieu thereof (Effective October 1, 2013):

(a) A shareholder is entitled to appraisal rights, and to obtain payment of the fair value of that shareholder's shares, in the event of any of the following corporate actions:

(1) Consummation of a merger to which the corporation is a party (A) if shareholder approval is required for the merger by section 33-817 and the shareholder is entitled to vote on the merger, except that appraisal rights shall not be available to any shareholder of the corporation with respect to shares of any class or series that remain outstanding after consummation of the merger, or (B) if the corporation is a subsidiary and the merger is governed by section 33-818;

(2) Consummation of a share exchange to which the corporation is a party as the corporation whose shares will be acquired, if the shareholder is entitled to vote on the exchange, except that appraisal rights shall not be available to any shareholder of the corporation with respect to any class or series of shares of the corporation that is not exchanged;

(3) Consummation of a disposition of assets pursuant to section 33-831 if the shareholder is entitled to vote on the disposition, except that appraisal rights shall not be available to any shareholder of the corporation with respect to shares of any class or series if (A) under the terms of the corporate action approved by the shareholders there is to be distributed to shareholders in cash its net assets, in excess of a reasonable amount reserved to meet claims of the type described in sections 33-886 and 33-887, (i) within one year after the shareholders' approval of the action, and (ii) in accordance with their respective interests determined at the time of such distribution, and (B) the disposition of assets is not an interested transaction;

(4) An amendment of the certificate of incorporation with respect to a class or series of shares that reduces the number of shares of a class or series owned by the shareholder to a fraction of a share if the corporation has the obligation or right to repurchase the fractional share so created; [or]

(5) If the corporation is not a benefit corporation under sections 1 to 14, inclusive, of this act, (A) an amendment of the certificate of incorporation to state that the corporation is a benefit corporation; (B) consummation of a merger to which the corporation is a party in which the surviving entity will be a benefit corporation or in which shares in the corporation will be converted into a right to receive shares of a benefit corporation; and (C) consummation of a share exchange to which the corporation is a party and the shares of the corporation will be exchanged for shares of a benefit corporation; or

[(5)] (6) Any other merger, share exchange, disposition of assets or amendment to the certificate of incorporation to the extent provided by the certificate of incorporation, the bylaws or a resolution of the board of directors.

(b) Notwithstanding subsection (a) of this section, the availability of appraisal rights under subdivisions (1) [, (2), (3) and (4)] to (5), inclusive, of subsection (a) of this section shall be limited in accordance with the following provisions:

(1) Appraisal rights shall not be available for the holders of shares of any class or series of shares which is:

(A) A covered security under Section 18(b)(1)(A) or (B) of the Securities Act of 1933, as amended;

(B) Traded in an organized market and has at least two thousand shareholders and a market value of at least twenty million dollars, exclusive of the value of such shares held by the corporation's subsidiaries, senior executives, directors and beneficial shareholders owning more than ten per cent of such shares; or

(C) Issued by an open-end management investment company registered with the Securities and Exchange Commission under the Investment Company Act of 1940 and may be redeemed at the option of the holder at net asset value.

(2) The applicability of subdivision (1) of this subsection shall be determined as of: (A) The record date fixed to determine the shareholders entitled to receive notice of, and to vote at, the meeting of shareholders to act upon the corporate action requiring appraisal rights; or (B) the day before the effective date of such corporate action if there is no meeting of shareholders.

(3) Subdivision (1) of this subsection shall not be applicable and appraisal rights shall be available pursuant to subsection (a) of this section for the holders of any class or series of shares (A) who are required by the terms of the corporate action requiring appraisal rights to accept for such shares anything other than cash or shares of any class or any series of shares of any corporation, or any other proprietary interest of any other entity, that satisfies the standards set forth in subdivision (1) of this subsection at the time the corporate action becomes effective, or (B) in the case of the consummation of a disposition of assets pursuant to section 33-831, unless such cash, shares or proprietary interests are, under the terms of the corporate action approved by the shareholders, to be distributed to the shareholders, as part of a distribution to shareholders of the net assets of the corporation in excess of a reasonable amount to meet claims of the type described in sections 33-886 and 33-887, (i) not later than one year after the shareholders' approval of the action, and (ii) in accordance with their respective interests determined at the time of the distribution.

(4) Subdivision (1) of this subsection shall not be applicable and appraisal rights shall be available pursuant to subsection (a) of this section for the holders of any class or series of shares where the corporate action is an interested transaction.

Sec. 16. Subdivision (4) of section 33-855 of the general statutes is repealed and the following is substituted in lieu thereof (Effective October 1, 2013):

(4) "Fair value" means the value of the corporation's shares determined: (A) Immediately before the effectuation of the corporate action to which the shareholder objects, (B) using customary and current valuation concepts and techniques generally employed for similar businesses in the context of the transaction requiring appraisal, and (C) without discounting for lack of marketability or minority status except, if appropriate, for amendments to the certificate of incorporation pursuant to subdivision [(5)] (6) of subsection (a) of section 33-856, as amended by this act.

Sec. 17. Section 31-51q of the general statutes is repealed and the following is substituted in lieu thereof (Effective October 1, 2013):

Any employer, including the state and any instrumentality or political subdivision thereof, who subjects any employee to discipline or discharge on account of the exercise by such employee of rights guaranteed by the first amendment to the United States Constitution or section 3, 4 or 14 of article first of the Constitution of the state of Connecticut, [provided such] which activity does not substantially or materially interfere with the employee's bona fide job performance or the working relationship between the employee and the employer, shall be liable to such employee for damages caused by such discipline or discharge, including punitive damages, and for reasonable attorney's fees as part of the costs of any such action for damages. If the court determines that such action for damages was brought without substantial justification, the court may award costs and reasonable attorney's fees to the employer. It shall not be a defense to an action filed under this section that such activity by an employee was within the scope of the employee's employment.

Statement of Purpose:

To (1) provide for the establishment of benefit corporations in the state, and (2) revise the statutory provision relating to an employer's liability for discharge or discipline of an employee in violation of the employee's constitutional rights.

[Proposed deletions are enclosed in brackets. Proposed additions are indicated by underline, except that when the entire text of a bill or resolution or a section of a bill or resolution is new, it is not underlined.]