Florida Statute 607.1322 | Lawyer Caselaw & Research

The 2024 Florida Statutes

Title XXXVI
BUSINESS ORGANIZATIONS

Chapter 607
FLORIDA BUSINESS CORPORATION ACT

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F.S. 607.1322

607.1322 Appraisal notice and form.—

(1) If a proposed corporate action requiring appraisal rights under s. 607.1302(1) becomes effective, the corporation must deliver a written appraisal notice and form required by paragraph (2)(a) to all shareholders who satisfied the requirements of s. 607.1321(1), (2), or (3). In the case of a merger under s. 607.1104, the parent must deliver a written appraisal notice and form to all record shareholders who may be entitled to assert appraisal rights.

(2) The appraisal notice must be delivered no earlier than the date the corporate action became effective, and no later than 10 days after such date, and must:

(a) Supply a form that specifies the date that the corporate action became effective and that provides for the shareholder to state:

1. The shareholder’s name and address.

2. The number, classes, and series of shares as to which the shareholder asserts appraisal rights.

3. That the shareholder did not vote for or consent to the transaction.

4. Whether the shareholder accepts the corporation’s offer as stated in subparagraph (b)4.

5. If the offer is not accepted, the shareholder’s estimated fair value of the shares and a demand for payment of the shareholder’s estimated value plus accrued interest, if and to the extent applicable.

(b) State:

1. Where the form must be sent and where certificates for certificated shares must be deposited and the date by which those certificates must be deposited, which date may not be earlier than the date by which the corporation must receive the required form under subparagraph 2.

2. A date by which the corporation must receive the form, which date may not be fewer than 40 nor more than 60 days after the date the subsection (1) appraisal notice and form are sent, and state that the shareholder shall have waived the right to demand appraisal with respect to the shares unless the form is received by the corporation by such specified date.

3. The corporation’s estimate of the fair value of the shares.

4. An offer to each shareholder who is entitled to appraisal rights to pay the corporation’s estimate of fair value set forth in subparagraph 3.

5. That, if requested in writing, the corporation will provide to the shareholder so requesting, within 10 days after the date specified in subparagraph 2., the number of shareholders who return the forms by the specified date and the total number of shares owned by them.

6. The date by which the notice to withdraw under s. 607.1323 must be received, which date must be within 20 days after the date specified in subparagraph 2.

History.—s. 26, ch. 2003-283; s. 166, ch. 2019-90; s. 6, ch. 2021-13.

F.S. 607.1322 on Google Scholar

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Amendments to 607.1322

Arrestable Offenses / Crimes under Fla. Stat. 607.1322

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

Current data shows no reason an arrest or criminal charge should have occurred directly under Florida Statute 607.1322.

Annotations, Discussions, Cases:

Cases Citing Statute 607.1322

Total Results: 4

Lally Orange Buick Pontiac GMC, Inc. v. Sandhu

Court: District Court of Appeal of Florida | Date Filed: 2016-12-22

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

Snippet: offer of that fair value, to the shareholders. § 607.1322(1), (2)(a)-(c), Fla. Stat. (2013). If a shareholder

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

Court: District Court of Appeal of Florida | Date Filed: 2015-08-12

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

Snippet: comply with the fair offer provisions of section 607.1322, Florida Statutes, and/or acted “arbitrarily”

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: District Court of Appeal of Florida | Date Filed: 2015-08-12

Snippet: comply with the fair offer provisions of section 607.1322, Florida Statutes, and/or acted “arbitrarily”

Foreclosure FreeSearch, Inc. v. Sullivan

Court: District Court of Appeal of Florida | Date Filed: 2009-04-29

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

Snippet: of the fair market value of the stock. Section 607.1322(1), Florida Statutes, provides: "If proposed corporate