The 2023 Florida Statutes (including Special Session C)

Title XXXVI
BUSINESS ORGANIZATIONS

Chapter 607
FLORIDA BUSINESS CORPORATION ACT

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F.S. 607.1436

607.1436 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.

F.S. 607.1436 on Google Scholar

F.S. 607.1436 on Casetext

Amendments to 607.1436

Arrestable Offenses / Crimes under Fla. Stat. 607.1436

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

Current data shows no reason an arrest or criminal charge should have occurred directly under Florida Statute 607.1436.

Annotations, Discussions, Cases:

Cases from cite.case.law:

GRAHAM, v. R. UPHOLD, 245 So. 3d 964 (Fla. App. Ct. 2018)

. . . Graham filed a notice under section 607.1436, Florida Statutes, electing to purchase all of Dr. . . . Graham asked the court to make the determination pursuant to section 607.1436(4), which triggered a stay . . . The order recognized that the dissolution proceedings were stayed under section 607.1436(4) but rejected . . . may elect to purchase the shares of the complaining shareholder at the fair value of the shares. § 607.1436 . . . And rightly so, as the language of section 607.1436(4) clearly provides that a stay of the " s. 607.1430 . . .

COX ENTERPRISES, INC. a NEWS- JOURNAL CORPORATION, a M. Jr. L. Jr., 794 F.3d 1259 (11th Cir. 2015)

. . . (5) and dismissed Cox’s suit under section 607.1436(6). . . . Stat. § 607.1436(4). . See Cox Enters., Inc. v. . . . Stat. § 607.1436(8). . Cox II, 666 F.3d at 703. . See Fla. . . . Stat. § 607.1436(7) (emphasis added). . . . . Stat. § 607.1436(8) (emphasis added); see Cox II, 666 F.3d at 707. . . . .

P. FOUNTAS, v. MICROCOMPUTER RESOURCES, INC. P., 110 So. 3d 471 (Fla. Dist. Ct. App. 2013)

. . . See § 607.1436(1), Fla. Stat. (2006). MCR also asserted claims against John and his new company. . . .

JONES, v. PFAFF,, 77 So. 3d 884 (Fla. Dist. Ct. App. 2012)

. . . Here, if the trial court erred, it did so in its application of section 607.1436, which is the correct . . . My concern is with the language of the correct law applicable to this case, section 607.1436. . . . See § 607.1436(1). . . . Subsection (4) of section 607.1436 provides that if the parties cannot agree on the fair value of the . . . The statute speaks in terms of the corporation’s filing such a notice. § 607.1436(7). . . . response to the claim for judicial dissolution, Pfaff elected to purchase Jones’ shares under section 607.1436 . . . Consequently, the trial court held a hearing and determined the fair value, as provided for in section 607.1436 . . . instead filed a timely notice of intention to adopt articles of dissolution, as provided for in section 607.1436 . . . on appeal declining jurisdiction on the basis of the language in subsections (6) and (7) of section 607.1436 . . . shares, which according to the statute, is “enforceable in the same manner as any other judgment.” § 607.1436 . . .

COX ENTERPRISES, INC. a v. PENSION BENEFIT GUARANTY CORPORATION, a v. L., 666 F.3d 697 (11th Cir. 2012)

. . . . § 607.1436. . . . Stat. § 607.1436(5). . . . Stat. § 607.1436(6). . . . Stat. § 607.1436(6). . . . Stat. § 607.1436. . . .

COX ENTERPRISES, INC. a v. NEWS- JOURNAL CORPORATION, a M. Jr., 510 F.3d 1350 (11th Cir. 2007)

. . . . § 607.1436 (2003). . . . Stat. § 607.1436(1). . . . . § 607.1436(6). . . . Stat. § 607.1436(5). . . . Stat. § 607.1436. . . . .

OLIVER, a v. V. STONE,, 940 So. 2d 526 (Fla. Dist. Ct. App. 2006)

. . . Stone’s interest in the corporation pursuant to section 607.1436. . . .

COX ENTERPRISES, INC. v. NEWS- JOURNAL CORPORATION, M. Jr. L. Jr. PMV,, 469 F. Supp. 2d 1094 (M.D. Fla. 2006)

. . . dissolution by filing an irrevocable notice of election to purchase Cox’s shares pursuant to section 607.1436 . . . Stat. § 607.1436(4). . . . See §§ 607.1436(5), 607.1430(3), Fla. Stat. . . . Stat. § 607.1436(5). . . . In light of section 607.1436(5), I undoubtedly possess discretion to award reasonable fees and expenses . . .

MORALES, v. ROSENBERG,, 919 So. 2d 476 (Fla. Dist. Ct. App. 2005)

. . . her statutory right to make an irrevocable election to purchase Morales’ shares pursuant to section 607.1436 . . . Garcia, 870 So.2d 870, 873 (Fla. 3d DCA 2004)(afflrming a valuation pursuant to section 607.1436 and . . . decision not to award Morales prejudgment interest on her Gilly Vending shares pursuant to section 607.1436 . . . Section 607.1436(5) provides that “Interest may be allowed at the rate and from the date determined by . . . Similar equitable provisions are contained in sections 607.1434 and 607.1436. . . .

TIMKO, v. TRIARSI,, 898 So. 2d 89 (Fla. Dist. Ct. App. 2005)

. . . Triarsi and Triarsi Enterprises had elected their right under section 607.1436, Florida Statutes (2000 . . . receive the amounts awarded by this order, which, subject to all provisions of this order and section 607.1436 . . . Appellee, Onofrio Triarsi, exercised his right to purchase all of Appellant’s shares pursuant to section 607.1436 . . .

G G FASHION DESIGN, INC. M. F. v. GARCIA,, 870 So. 2d 870 (Fla. Dist. Ct. App. 2004)

. . . Ghilardi and Younkin, pursuant to section 607.1436 of the Florida Statutes, elected to purchase Garcia . . . as of the day before the date on which the petition [to dissolve the corporation] was filed....” § 607.1436 . . . Section 607.1436(4) and Florida case law neither define “fair value” nor provide criteria by which “fair . . .

FIERRO, f k a v. TEMPLETON,, 857 So. 2d 931 (Fla. Dist. Ct. App. 2003)

. . . Section 607.1436 directs the procedure to be followed in these proceedings. . . . See § 607.1436(7), Fla. Stat. (2001). . . . Unlike the language in subsection one of section 607.1436, which gives the court the discretion to set . . . See, e.g., § 607.1436(7), Fla. Stat. (2001). . . . See § 607.1436, Fla. Stat. (1999). . . .

MUNSHOWER, v. J. KOLBENHEYER Co., 732 So. 2d 385 (Fla. Dist. Ct. App. 1999)

. . . In determining the “fair value” of Munshower’s shares, as required by section 607.1436(1), Florida Statutes . . . Section 607.1436(5), Florida Statutes, provides, in pertinent part, that a court may award a petitioner . . .

COUNTY COLLECTION SERVICES, INC. P. v. W. G. LASSITER, Jr. T., 689 So. 2d 1299 (Fla. Dist. Ct. App. 1997)

. . . consider the necessity of continuing the receivership, in light of their purported election under section 607.1436 . . . We note that the section 607.1436 election occurred during the pendency of this appeal, so the trial . . .