Florida/Georgia Personal Injury & Workers Compensation

...tion 607.1202(4), regarding sales or exchanges of all or substantially all of corporate assets outside the regular course of business. Dissenters' rights may also be created by the adoption of certain amendments to the articles of incorporation. See § 607.1302(1)(e), Fla....

...S would be converted to one share of FFS. Fractional shares would be repurchased. Because M/S each owned 200,000 shares, their shares would be repurchased as fractional shares. The reverse stock split triggered M/S's statutory appraisal rights under section 607.1302(1)(d), Florida Statutes, which entitles a shareholder whose stock is being repurchased in a reverse split to appraisal rights and to obtain payment of the fair market value of the stock. Section 607.1322(1), Florida Statutes, provides: "If proposed corporate action requiring appraisal rights under s. 607.1302(1) becomes effective, the corporation must deliver" to all shareholders "a written appraisal notice and form." Accordingly, FFS mailed M/S written notice on April 8, 2008, which included the details of the reverse stock split, cited the a...

...t to obtain a judicial determination regarding the fairness of the price and procedure by which the company determined the price. A company which implements a reverse stock split must provide minority shareholders notice of the appraisal rights. See § 607.1302(1)(d), Fla....

...However, "[a] shareholder entitled to appraisal rights under this chapter may ... challenge a completed corporate action for which appraisal rights are available" where the corporate action "[w]as procured as a result of fraud or material misrepresentation." § 607.1302(4)(b), Fla....

...The trial court granted Stanford's motion for summary judgment as to all claims relating to the merger, concluding that the brothers had no remedy after having waived the appraisal process. The Williams court held that summary judgment was inappropriate because the brothers had a viable claim under section 607.1302(4)(b)....

...he Citigroup Sale transaction was limited to IMC shareholders of record on September 17, 1999, a purchaser of IMC shares in the OTCBB market on November 11, 1999 would not be entitled to dissent and be paid "fair value" for his shares. Fla. Statutes § 607.1302(b) [sic]....

...Appellant also alleged that material calculations were omitted in arriving at a sale price, and that minority shareholders were not fully informed with respect to the material details of the transaction. Appellant refused the near exclusive statutory remedy of an independent appraisal pursuant to section 607.1302, Florida Statutes (2016). Instead, she contended that she qualified for the statute’s limited exception to appraisal set forth in section 607.1302(4)(b) (discussed below), and sought equitable relief from the courts....

...While we must accept the facts alleged as true and make all reasonable inferences in favor of the pleader, id., conclusory allegations are insufficient. Shands Teaching Hosp. and Clinics, Inc. v. Estate of Lawson ex rel. Lawson, 175 So. 3d 327, 331 (Fla. 1st DCA 2015) (en banc). “Section 607.1302, Florida Statutes (2003)—Florida’s ‘appraisal rights’ statute—generally requires minority shareholders who dissent from a major transaction or disposition of assets to seek the remedy of tendering 2 their shares for appraisal and buy-back at a fair price . . . .” Williams, 977 So. 2d at 726-27. The statute aids the courts from becoming “bogged down in a wide range of disputes over the fairness of cash-out prices.” Id. at 729. This includes mergers. § 607.1302(1)(a), (e), Fla....

...(2016). “A shareholder entitled to appraisal rights . . . may not challenge a completed corporate action for which appraisal rights are available unless such corporate action: . . . (b) [w]as procured as a result of fraud or material misrepresentation.” § 607.1302(4)....

...wherein she would be “entitled to the same discovery rights as parties in other civil proceedings.” Foreclosure FreeSearch, 12 So. 3d at 776 (quoting § 607.1330(4), Fla. Stat.). Conclusion Attempting to invoke section 607.1302(4)(b), Appellant’s complaint baldly asserts that the offer to the shareholders “[w]as procured as a result of fraud or material misrepresentation.” We agree with the trial court’s well-articulated and supported order which co...

...f B & S, the firm's corporate client. We conclude that appellants raise allegations which, if true, are sufficient to trigger remedial rights beyond mere appraisal. Accordingly, these allegations withstand appellees' motions for summary judgment. A. Section 607.1302, Florida Statutes (2003) — Florida's "appraisal rights" statute *727 — generally requires minority shareholders who dissent from a major transaction or disposition of assets to seek the remedy of tendering their shares for appraisa...

...he extent provided by the articles of incorporation, bylaws, or a resolution of the board of directors, except that no bylaw or board resolution providing for appraisal rights may be amended or otherwise altered except by shareholder approval. . . . § 607.1302(1), Fla....

..."`[F]air value' means the value of the corporation's shares determined: (a) Immediately before the effectuation of the corporate action to which the shareholder objects." § 607.1301(4)(a), Fla. Stat. (2003). The trigger here is Mr. Stanford's disposition of all B & S assets. See § 607.1302(1)(d), Fla....

...In most cases, the statute denominates appraisal as a dissenting shareholder's exclusive remedy. See id. The exclusivity rule does not apply, however, where the minority shareholder has alleged that the challenged transaction "[w]as procured as a result of fraud or material misrepresentation." § 607.1302(4)(b), Fla....

...We reject the concept, implicit in appellees' argument, that a buy-back at the fair value of the stock immediately before the Stanfords' disposition of corporate assets would suffice as a complete remedy. B. To date, no Florida court has had occasion to interpret the governing provisions of section 607.1302 in its 2003 form....

...Nat'l Cash Credit Ass'n, 156 A. 183, 187-88 (Del.Ch.1931)). Beyond the Delaware Supreme Court's exposition of persuasive common law tenets, we note that a Delaware chancery court has now applied the Weinberger-Rabkin framework to its own construction of the 2003 version of section 607.1302(4)(b), Florida Statutes (2003)....

...The Delaware chancellor interpreted the Florida statutory phrase "fraud or material misrepresentation" as implicating the same entire-fairness analysis contemplated in Weinberger and Rabkin. Id. at 1171. We are inclined to align our interpretation of section 607.1302(4)(b) with that of the Berger court, which interpreted the phrase "fraud or material misrepresentation" in the statute essentially synonymously with "unfair dealing." Id....

...Moreover, we are unable to conclude that appellees' alleged mismanagement and misappropriations of corporate funds, followed by a de facto merger, not only triggered the appraisal right, but also cemented that right as the Williamses' sole remedy. See § 607.1302(1)(c), Fla....

...Rabkin and Weinberger — one so procedurally and structurally unfair that a fair price would be unattainable without independent equitable relief outside an appraisal proceeding. D. We interpret the "fraud or material misrepresentation" exception in section 607.1302(4)(b) to mean that a minority shareholder who alleges specific' acts of "fraud, misrepresentation, self-dealing, [or] deliberate waste of corporate assets," Weinberger, 457 A.2d at 714, may be entitled to equitable remedies beyond an...

...This is because § 607.1202 does not provide for after-the-fact relief against a third-party purchaser. Indeed, subsection (4) of the statute provides that dissenting shareholders have only the right to be paid the value of their shares. Furthermore, Fla. Stat. § 607.1302(5) — as it existed at the relevant time — stated that a shareholder entitled to dissent could not "challenge the corporate action ......

...e term or statute, courts often look to Delaware law. See Williams v. Stanford, 977 So. 2d 722, 727 (Fla. 1st DCA 2008) (“To date, no Florida court has had occasion 4 to interpret the governing provisions of section 607.1302 in its 2003 form. As is often true, however, Delaware case law provides guidance to our construction of the statute[.]”); Int’l Ins....

...This is because § 607.1202 does not provide for after-the-fact relief against a third-party purchaser. Indeed, subsection (4) of the statute provides that dissenting shareholders have only the right to be paid the value of their shares. Furthermore, Fla. Stat. § 607.1302 (5)—as it existed at the relevant time—stated that a shareholder entitled to dissent could not “challenge the corporate action ......

...ach of fiduciary duty claim in a derivative action against James, Alexis, and Smart Communications US. In August 2017, the action was dismissed for lack of prosecution. Also in 2016, Smart Communications US filed an action seeking an appraisal under section 607.1302, Florida Statutes, after Engelke asserted his statutory appraisal rights and demanded payment for his share of Smart Communications US....

...He seeks to reverse the trial court’s conclusions and to be installed as Alex Omes’s replacement as President of UEI. The Estate P.R. argues in this appeal that the MOU is in reality a shareholder agreement. The trial court rejected that argument, as do we. The MOU is not, according to section 607.1302(4), Florida Statutes (2016), an article of incorporation, bylaw, or a board of director’s resolution....