Business combination with interested shareholder prohibited for five years unless approved by board of directors

(a) Except as provided in section 33-845, notwithstanding anything to the contrary in sections 33-840 to 33-845, inclusive, no resident domestic corporation shall engage in any business combination with any interested shareholder of such resident domestic corporation for a period of five years following such interested shareholder's stock acquisition date unless such business combination or the purchase of stock made by such interested shareholder on such interested shareholder's stock acquisition date is approved by the board of directors of such resident domestic corporation and by a majority of the nonemployee directors of which there shall be at least two, prior to such interested shareholder's stock acquisition date. (b) If a good faith proposal is made in writing to the board of directors of a resident domestic corporation regarding a business combination, the board of directors shall respond, in writing, within forty-five days or such shorter period, if any, as may be required by the Exchange Act, setting forth its reasons for its decision regarding such proposal. If a good faith proposal to purchase stock is made in writing to the board of directors of a resident domestic corporation, the board of directors, unless it responds affirmatively in writing within forty-five days or such shorter period, if any, as may be required by the Exchange Act, shall be deemed to have disapproved such stock purchase. (c) The provisions of this section shall be in addition to any other provisions of the general statutes which apply to such business combination.