The 2023 Florida Statutes (including Special Session C)

Title XXXVI
BUSINESS ORGANIZATIONS

Chapter 607
FLORIDA BUSINESS CORPORATION ACT

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F.S. 607.1301

607.1301 Appraisal rights; definitions.—The following definitions apply to ss. 607.1301-607.1340:

(1) “Accrued interest” means interest at the rate agreed to by the corporation and the shareholder asserting appraisal rights, or at the rate determined by the court to be equitable, which rate may not be greater than the rate of interest determined for judgments pursuant to s. 55.03; however, if the court finds that the shareholder asserting appraisal rights acted arbitrarily or otherwise not in good faith, no interest shall be allowed by the court.

(2) “Affiliate” means a person that directly or indirectly through one or more intermediaries controls, is controlled by, or is under common control with, another person or is a senior executive of such person. For purposes of paragraph (6)(a), a person is deemed to be an affiliate of its senior executives.

(3) “Corporate action” means an event described in s. 607.1302(1).

(4) “Corporation” means the domestic corporation that is the issuer of the shares held by a shareholder demanding appraisal and, for matters covered in ss. 607.1322-607.1340, includes the domesticated eligible entity in a domestication, the covered eligible entity in a conversion, and the survivor of a merger.

(5) “Fair value” means the value of the corporation’s shares determined:

(a) Immediately before the effectiveness 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, excluding any appreciation or depreciation in anticipation of the corporate action unless exclusion would be inequitable to the corporation and its remaining shareholders.

(6) “Interested transaction” means a corporate action described in s. 607.1302(1), other than a merger pursuant to s. 607.1104, involving an interested person in which any of the shares or assets of the corporation are being acquired or converted. As used in this definition:

(a) “Interested person” means a person, or an affiliate of a person, who at any time during the 1-year period immediately preceding approval by the board of directors of the corporate action:

1. Was the beneficial owner of 20 percent or more of the voting power of the corporation, other than as owner of excluded shares;

2. Had the power, contractually or otherwise, other than as owner of excluded shares, to cause the appointment or election of 25 percent or more of the directors to the board of directors of the corporation; or

3. Was a senior executive or director of the corporation or a senior executive of any affiliate of the corporation, and will receive, as a result of the corporate action, a financial benefit not generally available to other shareholders as such, other than:

a. Employment, consulting, retirement, or similar benefits established separately and not as part of or in contemplation of the corporate action;

b. Employment, consulting, retirement, or similar benefits established in contemplation of, or as part of, the corporate action that are not more favorable than those existing before the corporate action or, if more favorable, that have been approved on behalf of the corporation in the same manner as is provided in s. 607.0832; or

c. In the case of a director of the corporation who, in the corporate action, will become a director or governor of the acquirer or any of its affiliates, rights and benefits as a director or governor that are provided on the same basis as those afforded by the acquirer generally to other directors or governors of such entity or such affiliate.

(b) “Beneficial owner” means any person who, directly or indirectly, through any contract, arrangement, or understanding, other than a revocable proxy, has or shares the power to vote, or to direct the voting of, shares; except that a member of a national securities exchange is not deemed to be a beneficial owner of securities held directly or indirectly by it on behalf of another person if the member is precluded by the rules of the exchange from voting without instruction on contested matters or matters that may affect substantially the rights or privileges of the holders of the securities to be voted. When two or more persons agree to act together for the purpose of voting their shares of the corporation, each member of the group formed thereby is deemed to have acquired beneficial ownership, as of the date of the agreement, of all shares having voting power of the corporation beneficially owned by any member of the group.

(c) “Excluded shares” means shares acquired pursuant to an offer for all shares having voting power if the offer was made within 1 year before the corporate action for consideration of the same kind and of a value equal to or less than that paid in connection with the corporate action.

(7) “Preferred shares” means a class or series of shares the holders of which have preference over any other class or series of shares with respect to distributions.

(8) “Senior executive” means the chief executive officer, chief operating officer, chief financial officer, or any individual in charge of a principal business unit or function.

(9) Notwithstanding s. 607.01401(67), “shareholder” means a record shareholder, a beneficial shareholder, and a voting trust beneficial owner.

History.—s. 118, ch. 89-154; s. 21, ch. 2003-283; s. 2, ch. 2005-267; s. 161, ch. 2019-90; s. 41, ch. 2020-32; s. 2, ch. 2021-13.

F.S. 607.1301 on Google Scholar

F.S. 607.1301 on Casetext

Amendments to 607.1301

Arrestable Offenses / Crimes under Fla. Stat. 607.1301

Level: Degree
Misdemeanor/Felony: First/Second/Third

Current data shows no reason an arrest or criminal charge should have occurred directly under Florida Statute 607.1301.

Annotations, Discussions, Cases:

Cases from cite.case.law:

STEIN, v. BBX CAPITAL CORP. E. H. M. N. S. P. C. II, BFC BBX LLC,, 241 So. 3d 874 (Fla. App. Ct. 2018)

. . . . § 607.1301(4)(a), Fla. Stat. (2016). . . .

LALLY ORANGE BUICK PONTIAC GMC, INC. v. SANDHU,, 207 So.3d 981 (Fla. Dist. Ct. App. 2016)

. . . Statutory appraisal rights are set forth in sections 607.1301 through 607.1333 of the Florida Statutes . . . Section 607.1301, Florida Statutes (2013), defines the fair value of corporate shares: (4) “Fair value . . . Springlite Bottled Water Corp., 656 So.2d 211, 212 (Fla. 3d DCA 1995) (citing § 607.1301, Fla. . . .

WOODBRIDGE HOLDINGS, LLC, v. PRESCOTT GROUP AGGRESSIVE SMALL CAP MASTER FUND, G. P. III, L. P. L. P. J., 193 So. 3d 2 (Fla. Dist. Ct. App. 2015)

. . . See § 607.1301(4) (defining “fair value” as a value “determined ... . . .

FORECLOSURE FREESEARCH, INC. a v. SULLIVAN, 12 So. 3d 771 (Fla. Dist. Ct. App. 2009)

. . . shareholder” which is “the person in whose name shares are registered in the records of the corporation-” § 607.1301 . . . Section 607.1301, et seq., Florida Statutes, provides a variety of remedies for minority shareholders . . . action to which the shareholder objects” based on “customary and current valuation concepts .... ” § 607.1301 . . . “[ijmmediately before the effectuation of the corporate action to which the shareholder objects.” § 607.1301 . . .

ERP, v. ERP,, 976 So. 2d 1234 (Fla. Dist. Ct. App. 2008)

. . . trial judge should be prohibited from applying a marketability discount, the Wife points to section 607.1301 . . . Section 607.1301(4)(c) prohibits a discount for lack of marketability or for minority status in such . . . Section 607.1301(4)(c) was enacted after the entry of the final judgment of dissolution of marriage in . . . Section 607.1301 expressly states that its provisions apply only to sections 607.1302 to 607.1333, those . . . It is in this context that section 607.1301(4)(c) prohibits the application of a marketability discount . . .

R. WILLIAMS F. Jr. a d b a J. C. v. C. STANFORD, Jr. B. a d b a J. C. J. C. a P. A. a, 977 So. 2d 722 (Fla. Dist. Ct. App. 2008)

. . . .” § 607.1301(4)(a), Fla. Stat. (2003). The trigger here is Mr. . . . mmediately before the ef-fectuation of the corporate action to which the shareholder objects,” Section 607.1301 . . .

R. BOETTCHER E. T. J. T. M. A. S. A. S. DNA C. A. J. J. M. J. L. J. J. Jr. B. W. B. Jr. O. A. W. J. v. IMC MORTGAGE COMPANY,, 871 So. 2d 1047 (Fla. Dist. Ct. App. 2004)

. . . November 11, 1999, the relevant date for determination of “fair value” of dissenters’ shares pursuant to § 607.1301 . . . judgment issue, we must first consider the meaning of the term “fair value” as it is used in section 607.1301 . . . Florida’s statutory scheme giving dissenters the right to withdraw from the corporation is section 607.1301 . . . appreciation or depreciation in anticipation of the corporate action unless exclusion would be inequitable.” § 607.1301 . . . any appreciation or depreciation in anticipation of the proposed transaction was required by section 607.1301 . . .

D ADDARIO, RMS v. GELLER, G. N. RMS, 264 F. Supp. 2d 367 (E.D. Va. 2003)

. . . Section 607.1301 of the Florida Statutes, in simplified form, provides that the term "fair value,” with . . .

B. WILLIAMS, v. THE COLUMBIA PIKE CORP., 891 F. Supp. 1169 (E.D. Va. 1995)

. . . . § 607.1301(2); Ind.Code § 23-1-44-3; Mich.Comp.Laws § 450.1761(d); Tex.Bus.Corp. . . .

N. T. DOLAN, v. SPRINGLITE BOTTLED WATER CORP., 656 So. 2d 211 (Fla. Dist. Ct. App. 1995)

. . . . § 607.1301(2), Fla.Stat. (1991); Marrone v. Miami Nat’l Bank, 507 So.2d 652 (Fla.3d DCA 1987). . . .