Florida/Georgia Personal Injury & Workers Compensation

...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....

...The court considered the notice sent to advise of appraisal rights as invalid because FFS contested M/S's status as shareholders. We disagree. Because the notice was not "void" and the statutory procedure on appraisal rights protected M/S, an adequate remedy at law existed through the appraisal process. Pursuant to section 607.1322(1), when a reverse stock split "becomes effective, the corporation must deliver a written appraisal notice and form ......

...A company which implements a reverse stock split must provide minority shareholders notice of the appraisal rights. See § 607.1302(1)(d), Fla. Stat. The notice must include "[t]he corporation's estimate of the fair value of the shares" and enclose a form on which the shareholder can indicate how he or she wants to proceed. § 607.1322(2)(b)3., Fla. Stat. The corporation must direct the shareholder to return the form in forty to sixty days or waive all appraisal rights. § 607.1322(2)(b)2., Fla....

...The brothers filed a shareholder-derivative suit on behalf of B & S against Stanford for breaching various duties. While the suit was pending, Stanford decided to form a new company, Stanford & Son, and merged the assets and liabilities of B & S into it. Stanford notified the brothers in writing, under section 607.1322, of their appraisal rights....

...If a corporation engages in a merger process that requires the payout of the fair value of corporate shares, the corporation must provide notice and an estimate of the fair value of the shares, along with an offer of that fair value, to the shareholders. § 607.1322(1), (2)(a)–(c), Fla....

...The trial court rendered its written findings of fact and conclusions of law, determining the fair value of . the dissenters’ shares and making an assessment of fees and costs against Woodbridge on the grounds that Woodbridge failed to comply with the fair offer provisions of section 607.1322, Florida Statutes, and/or acted “arbitrarily” or “not in good faith.” In a subsequent order, the trial court confirmed its award of interest at the fixed rate of 8%, finding that this was the statutory interest rate on the da...

...3d DCA 20Ó4) (affirming trial court’s valuation method because it was supported by compétent, substantial evidence).- • Further, the court’s determination’that Wood-bridge did not substantially comply with the fair value offer provisions of section ■'607.1322 also was supported by sufficient evidence that Woodbridge’s initial offer to the dissenting shareholders was not the product of an analysis using customary valuation techniques....

...The trial court rendered its written findings of fact and conclusions of law, determining the fair value of the dissenters’ shares and making an assessment of fees and costs against Woodbridge on the grounds that Woodbridge failed to comply with the fair offer provisions of section 607.1322, Florida Statutes, and/or acted “arbitrarily” or “not in good faith.” In a subsequent order, the trial court confirmed its award of interest at the fixed rate of 8%, finding that this was the statutory interest rate on the da...

...2d 870, 872 (Fla. 3d DCA 2004) (affirming trial court’s valuation method because it was supported by competent, substantial evidence). Further, the court’s determination that Woodbridge did not substantially comply with the fair value offer provisions of section 607.1322 also was supported by sufficient evidence that Woodbridge’s initial offer to the dissenting shareholders was not the product of an analysis using customary valuation techniques....