2011 Florida Statutes
Right of limited partners to appraisal.
Right of limited partners to appraisal.
620.2114 Right of limited partners to appraisal.—
(1) A limited partner of a limited partnership governed by this act is entitled to appraisal rights, and to obtain payment of the fair value of that limited partner’s limited partner interest, in the following events:
(a) Consummation of a merger of such limited partnership pursuant to this act and the limited partner possessed the right to vote upon the merger; or
(b) Consummation of a conversion of such limited partnership pursuant to this act and the limited partner possessed the right to vote upon the conversion.
(2) Notwithstanding subsection (1), the availability of appraisal rights shall be limited in accordance with the following provisions:
(a) Appraisal rights shall not be available for limited partner interests which are:
1. Listed on the New York Stock Exchange or the American Stock Exchange or designated as a national market system security on an interdealer quotation system by the National Association of Securities Dealers, Inc.; or
2. Not so listed or designated, but are issued by a limited partnership that has at least 500 partners and the interests of all partners in the partnership, including transferable interests, have a market value of at least $10 million, exclusive of the value of any such interests held by its general partners and other senior executives owning more than 10 percent of the rights to receive distributions from the limited partnership.
(b) The applicability of paragraph (a) shall be determined as of the date fixed to determine the limited partners entitled to receive notice of, and to vote upon, the appraisal event.
(c) Paragraph (a) shall not apply and appraisal rights shall be available pursuant to subsection (1) for any limited partners who are required by the appraisal event to accept for their limited partner interests anything other than cash or a proprietary interest of an entity that satisfies the standards set forth in paragraph (a) at the time the appraisal event becomes effective.
(d) Paragraph (a) shall not apply and appraisal rights shall be available pursuant to subsection (1) for the holders of a limited partner interest if:
1. Any of the partners’ interests in the limited partnership or the limited partnership’s assets are being acquired or converted, whether by merger, conversion, or otherwise, pursuant to the appraisal event by a person, or by an affiliate of a person, who:
a. Is, or at any time in the 1-year period immediately preceding approval of the appraisal event was, the beneficial owner of 20 percent or more of those interests in the limited partnership entitled to vote on the appraisal event, excluding any such interests acquired pursuant to an offer for all interests having such voting rights if such offer was made within 1 year prior to the appraisal event for consideration of the same kind and of a value equal to or less than that paid in connection with the appraisal event. For purposes of this subparagraph, the term “beneficial owner” means any person who, directly or indirectly, through any contract, arrangement, or understanding, other than a revocable proxy, has or shares the right to vote, or to direct the voting of, an interest in a limited partnership with respect to approval of the appraisal event, provided that a member of a national securities exchange shall not be deemed to be a beneficial owner of an interest in a limited partnership held directly or indirectly by it on behalf of another person solely because such member is the record holder of interests in the limited partnership if the member is precluded by the rules of such exchange from voting without instruction on contested matters or matters that may affect substantially the rights or privileges of the holders of the interests in the limited partnership to be voted. When two or more persons agree to act together for the purpose of voting such interests, each member of the group formed thereby shall be deemed to have acquired beneficial ownership, as of the date of such agreement, of all voting interests in the limited partnership beneficially owned by any member of the group; or
b. Directly or indirectly has, or at any time in the 1-year period immediately preceding approval of the appraisal event had, the power, contractually or otherwise, to cause the appointment or election of any senior executives; or
2. Any of the partners’ interests in the limited partnership or the limited partnership’s assets are being acquired or converted, whether by merger, conversion, or otherwise, pursuant to the appraisal event by a person, or by an affiliate of a person, who is, or at any time in the 1-year period immediately preceding approval of the appraisal event was, a senior executive of the limited partnership or a senior executive of any affiliate of the limited partnership, and that senior executive will receive, as a result of the limited partnership action, a financial benefit not generally available to limited partners, other than:
a. Employment, consulting, retirement, or similar benefits established separately and not as part of or in contemplation of the appraisal event;
b. Employment, consulting, retirement, or similar benefits established in contemplation of, or as part of, the appraisal event that are not more favorable than those existing before the appraisal event or, if more favorable, that have been approved by the limited partnership; or
c. In the case of a general partner of the limited partnership who will, during or as the result of the appraisal event, become a general partner, manager, or director of the surviving or converted organization or one of its affiliates, those rights and benefits as a general partner, manager, or director that are provided on the same basis as those afforded by the surviving or converted organization generally to other general partners, managers, or directors of the surviving or converted organization or its affiliate.
(3) A limited partner entitled to appraisal rights under ss. 620.2113-620.2124 may not challenge a completed appraisal event unless the appraisal event:
(a) Was not effectuated in accordance with the applicable provisions of ss. 620.2113-620.2124, the limited partnership’s certificate of limited partnership, or the partnership agreement; or
(b) Was procured as a result of fraud or material misrepresentation.
History.—s. 17, ch. 2005-267.