2012 Florida Statutes
Appraisal rights; definitions.
Appraisal rights; definitions.
620.2113 Appraisal rights; definitions.—The following definitions apply to this section and ss. 620.2114-620.2124:
(1) “Affiliate” means a person that directly or indirectly through one or more intermediaries controls, is controlled by, or is under common control with another person. For purposes of s. 620.2114(2)(d), a person is deemed to be an affiliate of its senior executives.
(2) “Appraisal event” means an event described in s. 620.2114(1).
(3) “Beneficial limited partner” means a person who is the beneficial owner of a limited partner interest held in a voting trust or by a nominee on the beneficial owner’s behalf.
(4) “Fair value” means the value of the limited partner’s partnership interests determined:
(a) Immediately before the effectuation of the appraisal event to which the partner objects.
(b) Using customary and current valuation concepts and techniques generally employed for similar businesses in the context of the transaction requiring appraisal, excluding any appreciation or depreciation in anticipation of the transaction to which the partner objects unless exclusion would be inequitable to the limited partnership and its remaining partners.
(c) For a limited partnership with ten or fewer limited partners, without discounting for lack of marketability or minority status.
(5) “Interest” means interest from the effective date of the appraisal event to which the limited partner objects until the date of payment, at the rate of interest described in s. 620.1107(2), determined as of the effective date of the appraisal event.
(6) “Limited partnership” means the limited partnership governed by this act that issued the limited partner interest held by a limited partner demanding appraisal and, for matters covered in ss. 620.2114-620.2124, includes the converted organization in a conversion or the surviving organization in a merger.
(7) “Record limited partner” means each person who is identified as a limited partner in the current list of partners maintained in accordance with s. 620.1111 by the limited partnership or, to the extent the limited partnership has failed to maintain a current list, each person that is the rightful owner of a limited partner interest in the limited partnership. A transferee of a limited partner interest is not a record limited partner.
(8) “Senior executive” means a general partner or the chief executive officer, chief operating officer, chief financial officer, manager, or anyone in charge of a principal business unit or function of a limited partnership or of a general partner of the limited partnership.
(9) “Limited partner” means a record limited partner or a beneficial limited partner.
(10) “Limited partner interest” means all rights and other interests held by a person in the limited partnership in that person’s capacity as a limited partner under this act and the limited partnership’s partnership agreement, including the limited partner’s transferable interest and management and voting rights, if any, and subject to any obligations that such person has in that capacity of limited partner. If the appraisal rights of the limited partner under s. 620.2114 pertain to only a certain class or series of a limited partner interest, the term “limited partner interest” means only the limited partner interest pertaining to such class or series.
History.—s. 17, ch. 2005-267; s. 133, ch. 2007-5.