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The 2025 Florida Statutes
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F.S. 607.1436607.1436 Election to purchase instead of dissolution.—(1) In a proceeding under s. 607.1430(1)(b), the corporation may elect or, if it fails to elect, one or more shareholders may elect to purchase all shares owned by the petitioning shareholder at the fair value of the shares. An election pursuant to this section shall be irrevocable unless the court determines that it is equitable to set aside or modify the election. (2) An election to purchase pursuant to this section may be filed with the court at any time within 90 days after the filing of the petition under s. 607.1430(1)(b) or at such later time as the court in its discretion may allow. If the election to purchase is filed by one or more shareholders, the corporation shall, within 10 days thereafter, give written notice to all shareholders, other than the petitioner. The notice must state the name and number of shares owned by the petitioner and the name and number of shares owned by each electing shareholder and must advise the recipients of their right to join in the election to purchase shares in accordance with this section. Shareholders who wish to participate must file notice of their intention to join in the purchase no later than 30 days after the effective date of the notice to them. All shareholders who have filed an election or notice of their intention to participate in the election to purchase thereby become parties to the proceeding and shall participate in the purchase in proportion to their ownership of shares as of the date the first election was filed, unless they otherwise agree or the court otherwise directs. After an election has been filed by the corporation or one or more shareholders, the proceeding under s. 607.1430(1)(b) may not be discontinued or settled, nor may the petitioning shareholder sell or otherwise dispose of his or her shares, unless the court determines that it would be equitable to the corporation and the shareholders, other than the petitioner, to permit such discontinuance, settlement, sale, or other disposition. (3) If, within 60 days after the filing of the first election, the parties reach agreement as to the fair value and terms of the purchase of the petitioner’s shares, the court shall enter an order directing the purchase of the petitioner’s shares upon the terms and conditions agreed to by the parties. (4) If the parties are unable to reach an agreement as provided for in subsection (3), the court, upon application of any party, may stay the proceeding to dissolve under s. 607.1430(1)(b) and shall, whether or not the proceeding is stayed, determine the fair value of the petitioner’s shares as of the day before the date on which the petition under s. 607.1430 was filed or as of such other date as the court deems appropriate under the circumstances. (5) Upon determining the fair value of the shares, the court shall enter an order directing the purchase upon such terms and conditions as the court deems appropriate, which may include payment of the purchase price in installments, when necessary in the interests of equity, provision for security to assure payment of the purchase price and any additional costs, fees, and expenses as may have been awarded, and, if the shares are to be purchased by shareholders, the allocation of shares among such shareholders. In allocating the petitioner’s shares among holders of different classes of shares, the court shall attempt to preserve any existing distribution of voting rights among holders of different classes and series insofar as practicable and may direct that holders of any specific class or classes or series shall not participate in the purchase. Interest may be allowed at the rate and from the date determined by the court to be equitable; however, if the court finds that the refusal of the petitioning shareholder to accept an offer of payment was arbitrary or otherwise not in good faith, no interest shall be allowed. If the court finds that the petitioning shareholder had probable grounds for relief under s. 607.1430(1)(b), it may award expenses to the petitioning shareholder, including reasonable fees and expenses of counsel and of any experts employed by petitioner. (6) The entry of an order under subsection (3) or subsection (5) shall be subject to the provisions of subsection (8), and the order shall not be entered unless and until the award is determined by the court to be permitted under the provisions of subsection (8). In determining compliance with s. 607.06401, the court may rely on an affidavit from the corporation as to compliance with that section as of the measurement date. Upon entry of an order under subsection (3) or subsection (5), the court shall dismiss the petition to dissolve the corporation under s. 607.1430(1)(b) and the petitioning shareholder shall no longer have any rights or status as a shareholder of the corporation, except the right to receive the amounts awarded by the order of the court, which shall be enforceable in the same manner as any other judgment. (7) The purchase ordered pursuant to subsection (5) shall be made within 10 days after the date the order becomes final. (8) Any payment by the corporation pursuant to an order under subsection (3) or subsection (5), other than an award of fees and expenses pursuant to subsection (5), is subject to the provisions of s. 607.06401. Unless otherwise provided in the court’s order, the effect of the distribution under s. 607.06401 shall be measured as of the date of the court’s order under subsection (3) or subsection (5). History.—s. 11, ch. 94-327; s. 36, ch. 97-102; s. 195, ch. 2019-90.
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Annotations, Discussions, Cases:
Cases Citing Statute 607.1436
Total Results: 14
794 F.3d 1259, 2015 WL 4461615
Court of Appeals for the Eleventh Circuit | Filed: Jul 22, 2015 | Docket: 2676019
Cited 17 times | Published
compliance with section 607.1436(5) and dismissed Cox’s suit under section 607.1436(6).
28
510 F.3d 1350, 36 Media L. Rep. (BNA) 1097, 2007 U.S. App. LEXIS 29533, 2007 WL 4461505
Court of Appeals for the Eleventh Circuit | Filed: Dec 21, 2007 | Docket: 213279
Cited 16 times | Published
Enterprises, Inc. ("Cox"), pursuant to Fla. Stat. § 607.1436 (2003). Cox cross-appeals, arguing that, although
940 So. 2d 526, 2006 WL 3019832
District Court of Appeal of Florida | Filed: Oct 25, 2006 | Docket: 432808
Cited 8 times | Published
Stone's interest in the corporation pursuant to section 607.1436.
During the discovery phase of this lawsuit
870 So. 2d 870, 2004 WL 305741
District Court of Appeal of Florida | Filed: Feb 11, 2004 | Docket: 2518420
Cited 7 times | Published
dissolve G & G. Ghilardi and Younkin, pursuant to section 607.1436 of the Florida Statutes, elected to purchase
732 So. 2d 385, 1999 WL 140725
District Court of Appeal of Florida | Filed: Mar 17, 1999 | Docket: 460393
Cited 7 times | Published
value" of Munshower's shares, as required by section 607.1436(1), Florida Statutes (1997), "[a] discount
898 So. 2d 89, 2005 WL 320703
District Court of Appeal of Florida | Filed: Feb 11, 2005 | Docket: 2487161
Cited 6 times | Published
Enterprises had elected their right under section 607.1436, Florida Statutes (2000), to purchase the
469 F. Supp. 2d 1094, 34 Media L. Rep. (BNA) 2380, 2006 U.S. Dist. LEXIS 46867, 2006 WL 1823332
District Court, M.D. Florida | Filed: Jun 30, 2006 | Docket: 2364110
Cited 5 times | Published
election to purchase Cox's shares pursuant to section 607.1436, Florida Statutes.
Upon the parties' failure
919 So. 2d 476, 2005 WL 2509895
District Court of Appeal of Florida | Filed: Oct 12, 2005 | Docket: 1678471
Cited 5 times | Published
election to purchase Morales' shares pursuant to section 607.1436(1) of the Act.
Because the parties could not
245 So. 3d 964
District Court of Appeal of Florida | Filed: Apr 30, 2018 | Docket: 6379291
Published
initiated, Dr. Graham
filed a notice under section 607.1436, Florida Statutes, electing to
purchase all
110 So. 3d 471, 2013 Fla. App. LEXIS 3200, 2013 WL 692442
District Court of Appeal of Florida | Filed: Feb 27, 2013 | Docket: 60230302
Published
statutory right to purchase John’s shares. See § 607.1436(1), *472Fla. Stat. (2006). MCR also asserted
77 So. 3d 884, 2012 Fla. App. LEXIS 669, 2012 WL 163915
District Court of Appeal of Florida | Filed: Jan 20, 2012 | Docket: 60304837
Published
court erred, it did so in its application of section 607.1436, which is the correct law. Therefore, cer-tiorari
666 F.3d 697, 2012 WL 11015
Court of Appeals for the Eleventh Circuit | Filed: Jan 4, 2012 | Docket: 1221748
Published
Florida’s election-to-purchase statute, Fla. Stat. § 607.1436. News-Journal elected to pursue the option created
857 So. 2d 931, 2003 Fla. App. LEXIS 14375, 2003 WL 22190909
District Court of Appeal of Florida | Filed: Sep 24, 2003 | Docket: 64826117
Published
purchase Temple-ton’s shares, pursuant to section 607.1436, *933Florida Statutes (2001). The court found
689 So. 2d 1299, 1997 Fla. App. LEXIS 2795, 1997 WL 134310
District Court of Appeal of Florida | Filed: Mar 26, 1997 | Docket: 64771846
Published
in light of their purported election under section 607.1436 to purchase the stock of the complaining shareholders
