The 2023 Florida Statutes (including Special Session C)

Title XXXVI
BUSINESS ORGANIZATIONS

Chapter 607
FLORIDA BUSINESS CORPORATION ACT

View Entire Chapter

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

F.S. 607.1322 on Casetext

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 from cite.case.law:

LALLY ORANGE BUICK PONTIAC GMC, INC. v. SANDHU,, 207 So.3d 981 (Fla. Dist. Ct. App. 2016)

. . . . § 607.1322(1), (2)(a)-(c), Fla. Stat. (2013). . . .

WOODBRIDGE HOLDINGS, LLC, v. PRESCOTT GROUP AGGRESSIVE SMALL CAP MASTER FUND, G. P. III, L. P. L. P. J., 193 So. 3d 2 (Fla. Dist. Ct. App. 2015)

. . . Woodbridge on the grounds that Woodbridge failed to comply with the fair offer provisions of section 607.1322 . . . determination’that Wood-bridge did not substantially comply with the fair value offer provisions of section ■'607.1322 . . .

FORECLOSURE FREESEARCH, INC. a v. SULLIVAN, 12 So. 3d 771 (Fla. Dist. Ct. App. 2009)

. . . Section 607.1322(1), Florida Statutes, provides: “If proposed corporate action requiring appraisal rights . . . Pursuant to section 607.1322(1), when a reverse stock split “becomes effective, the corporation must . . . shares” and enclose a form on which the shareholder can indicate how he or she wants to proceed. § 607.1322 . . . must direct the shareholder to return the form in forty to sixty days or waive all appraisal rights. § 607.1322 . . . Stanford notified the brothers in writing, under section 607.1322, of their appraisal rights. . . .