Florida Statutes

Fla. Stat. § 607.1320 (2025)

Notice of appraisal rights.

✓ 2025 Florida Statutes — current through the 2025 Regular Session

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607.1320 Notice of appraisal rights.—

(1) If a proposed corporate action described in s. 607.1302(1) is to be submitted to a vote at a shareholders’ meeting, the meeting notice (or, where no approval of such action is required pursuant to s. 607.11035, the offer made pursuant to s. 607.11035) must state that the corporation has concluded that shareholders are, are not, or may be entitled to assert appraisal rights under this chapter. If the corporation concludes that appraisal rights are or may be available, a copy of ss. 607.1301-607.1340 must accompany the meeting notice or offer sent to those record shareholders entitled to exercise appraisal rights.

(2) In a merger pursuant to s. 607.1104, the parent corporation must notify in writing all record shareholders of the subsidiary who are entitled to assert appraisal rights that the corporate action became effective. Such notice must be sent within 10 days after the corporate action became effective and include the materials described in s. 607.1322.

(3) If a proposed corporate action described in s. 607.1302(1) is to be approved by written consent of the shareholders pursuant to s. 607.0704:

(a) Written notice that appraisal rights are, are not, or may be available must be sent to each shareholder from whom a consent is solicited at the time consent of such shareholder is first solicited, and, if the corporation has concluded that appraisal rights are or may be available, a copy of ss. 607.1301-607.1340 must accompany such written notice; and

(b) Written notice that appraisal rights are, are not, or may be available must be delivered, at least 10 days before the corporate action becomes effective, to all nonconsenting and nonvoting shareholders, and, if the corporation has concluded that appraisal rights are or may be available, a copy of ss. 607.1301-607.1340 must accompany such written notice.

(4) Where a corporate action described in s. 607.1302(1) is proposed or a merger pursuant to s. 607.1104 is effected, and the corporation concludes that appraisal rights are or may be available, the notice referred to in subsection (1), paragraph (3)(a), or paragraph (3)(b) must be accompanied by:

(a) Financial statements of the corporation that issued the shares that may be or are subject to appraisal rights, consisting of a balance sheet as of the end of the fiscal year ending not more than 16 months before the date of the notice, an income statement for that fiscal year, and a cash flow statement for that fiscal year; however, if such financial statements are not reasonably available, the corporation must provide reasonably equivalent financial information; and

(b) The latest available interim financial statements, including year-to-date through the end of the interim period, of such corporation, if any.

(5) The right to receive the information described in subsection (4) may be waived in writing by a shareholder before or after the corporate action is effected.

History.—s. 120, ch. 89-154; s. 35, ch. 93-281; s. 32, ch. 97-102; s. 24, ch. 2003-283; s. 164, ch. 2019-90; s. 44, ch. 2020-32.

Notes of Decisions

Cited in 4 cases, 1998–2004 · leading case: Boettcher v. IMC Mortg. Co., 871 So. 2d 1047 (Fla. 2d DCA 2004).

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Boettcher v. IMC Mortg. Co., 871 So. 2d 1047 (Fla. 2d DCA 2004). · cites it 4× “In this case, we are called upon to determine whether the circuit court properly entered a final summary judgment in a dissenters' rights action filed pursuant to section 607.1320, Florida Statutes (1999).”

D'addario v. Geller, 264 F. Supp. 2d 367 (E.D. Va. 2003). · cites it 2× “Fla. Stat. § 607.1320 (1). The specific sections relied on by defendants pertain to shareholders who exercise dissenters’ rights and request the fair value of their shares.”

Levine v. Levine, 734 So. 2d 1191 (Fla. 2d DCA 1999). · cites it 2× “See § 607.1320(1)(b), Fla. Stat. (1997). Drs.”

Meltzer v. Burstyn, 719 So. 2d 345 (Fla. 4th DCA 1998). · cites it 4× “§ 607.1320(1)(a), Fla. Stat. (1997); Greco v.”

— 607.1320(1)(a) — 1 case

Meltzer v. Burstyn, 719 So. 2d 345 (Fla. 4th DCA 1998). “§ 607.1320(1)(a), Fla. Stat. (1997); Greco v.”

— 607.1320(1)(b) — 1 case

Levine v. Levine, 734 So. 2d 1191 (Fla. 2d DCA 1999). “See § 607.1320(1)(b), Fla. Stat. (1997). Drs.”

— 607.1320(7) — 2 cases

Boettcher v. IMC Mortg. Co., 871 So. 2d 1047 (Fla. 2d DCA 2004). “In this case, we are called upon to determine whether the circuit court properly entered a final summary judgment in a dissenters' rights action filed pursuant to section 607.1320, Florida Statutes (1999).”

Meltzer v. Burstyn, 719 So. 2d 345 (Fla. 4th DCA 1998). “§ 607.1320(1)(a), Fla. Stat. (1997); Greco v.”

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