Florida Statute 607.1301 | Lawyer Caselaw & Research

The 2024 Florida Statutes

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 Citing Statute 607.1301

Total Results: 9

SHIVA STEIN v. BBX CAPITAL CORP.

Court: Fla. Dist. Ct. App. | Date Filed: 2018-03-21T00:00:00-07:00

Citation: 241 So. 3d 874

Snippet: objects” would provide an unfairly low value. § 607.1301(4)(a), Fla. Stat. (2016). “[A] plaintiff’s

Lally Orange Buick Pontiac GMC, Inc. v. Sandhu

Court: Fla. Dist. Ct. App. | Date Filed: 2016-12-22T00:00:00-08:00

Citation: 207 So. 3d 981, 2016 Fla. App. LEXIS 18782

Snippet: forth in sections 607.1301 through 607.1333 of the Florida Statutes. Section 607.1301, Florida Statutes…656 So.2d 211, 212 (Fla. 3d DCA 1995) (citing § 607.1301, Fla. Stat.). If the trial court is acting as

Woodbridge Holdings, LLC v. Prescott Group Aggressive Small Cap Master Fund, G.P., Ravenswood Investments III, L.P., The Ravenswood Investment Company, L.P., William J. Maeck

Court: Fla. Dist. Ct. App. | Date Filed: 2015-08-12T00:53:00-07:00

Snippet: analysis using customary valuation techniques. See § 607.1301(4) (defining “fair value” as a value “determined

Woodbridge Holdings, LLC v. Prescott Group Aggressive Small Cap Master Fund, G.P.

Court: Fla. Dist. Ct. App. | Date Filed: 2015-08-12T00:00:00-07:00

Citation: 193 So. 3d 2, 2015 Fla. App. LEXIS 11964, 2015 WL 4747174

Snippet: analysis using customary valuation techniques. See § 607.1301(4) (defining “fair value” as a value “determined

Foreclosure FreeSearch, Inc. v. Sullivan

Court: Fla. Dist. Ct. App. | Date Filed: 2009-04-29T00:00:00-07:00

Citation: 12 So. 3d 771, 2009 Fla. App. LEXIS 3866, 2009 WL 1139252

Snippet: in the records of the corporation ...." § 607.1301(7), (9), Fla. Stat. M/S were shareholders within…202 So.2d 585, 586 (Fla. 3d DCA 1967). Section 607.1301, et seq., Florida Statutes, provides a variety…customary and current valuation concepts ...." § 607.1301(4), Fla. Stat. Pursuant to the foregoing statutes…action to which the shareholder objects." § 607.1301(4)(a), Fla. Stat. M/S seek to stop the appraisal

Erp v. Erp

Court: Fla. Dist. Ct. App. | Date Filed: 2008-03-28T00:53:00-07:00

Citation: 976 So. 2d 1234

Snippet: marketability discount, the Wife points to section 607.1301(4), Florida Statutes (2005), which defines the…shareholder's right to appraisal. Section 607.1301(4)(c) prohibits a discount for lack of marketability… minority status in such an appraisal. Section 607.1301(4)(c) was enacted after the entry of the final… §§ 2, 27, Laws of Fla. at 1811, 1889. Section 607.1301 expressly states that its provisions apply only…Id. at 616. It is in this context that section 607.1301(4)(c) prohibits the application of a marketability

Williams v. Stanford

Court: Fla. Dist. Ct. App. | Date Filed: 2008-03-25T00:53:00-07:00

Citation: 977 So. 2d 722

Snippet: action to which the shareholder objects." § 607.1301(4)(a), Fla. Stat. (2003). The trigger here is …to which the shareholder objects," Section 607.1301(4)(a), Florida Statutes (2003), appraisal would

Boettcher v. IMC Mortg. Co.

Court: Fla. Dist. Ct. App. | Date Filed: 2004-05-12T00:53:00-07:00

Citation: 871 So. 2d 1047

Snippet: quot; of dissenters' shares pursuant to § 607.1301(2), Fla. Stat. (1999), the stock closed at $00.035…quot;fair value" as it is used in section 607.1301(2), Florida Statutes (1999). Fair Value Shareholder…right to withdraw from the corporation is section 607.1301(2), which defines the term "fair value"…unless exclusion would be inequitable." § 607.1301(2), Fla. Stat. (1999). The requirement to exclude…the proposed transaction was required by section 607.1301(2) unless exclusion would be inequitable. Since

Dolan v. Springlite Bottled Water Corp.

Court: Fla. Dist. Ct. App. | Date Filed: 1995-05-24T00:00:00-07:00

Citation: 656 So. 2d 211, 1995 Fla. App. LEXIS 5598, 1995 WL 316549

Snippet: the requirements for determining fair value. § 607.1301(2), Fla.Stat. (1991); Marrone v. Miami Nat’l Bank