HOUSE AMENDMENT Bill No. HB 1623 CS
1	CHAMBER ACTION
2	Senate House
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12	Representative Goodlette offered the following:
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14	Amendment (with title amendment)
15	Remove line(s) 632-1360, and insert:
16	(5) "Interest" means interest from the effective date of
17	the corporate action until the date of payment, at the rate of
18	interest on judgments in this state on the effective date of the
19	corporate action.
20	(6) "Preferred shares” means a class or series of shares
21	the holders of which have preference over any other class or
22	series with respect to distributions.
23	(7) "Record shareholder" means the person in whose name
24	shares are registered in the records of the corporation or the
25	beneficial owner of shares to the extent of the rights granted
26	by a nominee certificate on file with the corporation.
27	(8) "Senior executive" means the chief executive officer,
28	chief operating officer, chief financial officer, or anyone in
29	charge of a principal business unit or function.
30	(9) "Shareholder" means both a record shareholder and a
31	beneficial shareholder.
32	Section 22. Section 607.1302, Florida Statutes, is amended
33	to read:
34	(Substantial rewording of section. See s.
35	607.1302, Florida Statutes, for present text.)
36	607.1302 Right of shareholders to appraisal.--
37	(1) A shareholder is entitled to appraisal rights, and to
38	obtain payment of the fair value of that shareholder's shares,
39	in the event of any of the following corporate actions:
40	(a) Consummation of a merger to which the corporation is a
41	party if shareholder approval is required for the merger by s.
42	607.1103 and the shareholder is entitled to vote on the merger
43	or if the corporation is a subsidiary and the merger is governed
44	by s. 607.1104;
45	(b) Consummation of a share exchange to which the
46	corporation is a party as the corporation whose shares will be
47	acquired if the shareholder is entitled to vote on the exchange,
48	except that appraisal rights shall not be available to any
49	shareholder of the corporation with respect to any class or
50	series of shares of the corporation that is not exchanged;
51	(c) Consummation of a disposition of assets pursuant to s.
52	607.1202 if the shareholder is entitled to vote on the
53	disposition, including a sale in dissolution but not including a
54	sale pursuant to court order or a sale for cash pursuant to a
55	plan by which all or substantially all of the net proceeds of
56	the sale will be distributed to the shareholders within 1 year
57	after the date of sale;
58	(d) Any other amendment to the articles of incorporation,
59	merger, share exchange, or disposition of assets to the extent
60	provided by the articles of incorporation, bylaws, or a
61	resolution of the board of directors, except that no bylaw or
62	board resolution providing for appraisal rights may be amended
63	or otherwise altered except by shareholder approval; or
64	(e) With regard to shares issued prior to October 1, 2003,
65	any amendment of the articles of incorporation if the
66	shareholder is entitled to vote on the amendment and if such
67	amendment would adversely affect such shareholder by:
68	1. Altering or abolishing any preemptive rights attached
69	to any of his or her shares;
70	2. Altering or abolishing the voting rights pertaining to
71	any of his or her shares, except as such rights may be affected
72	by the voting rights of new shares then being authorized of any
73	existing or new class or series of shares;
74	3. Effecting an exchange, cancellation, or
75	reclassification of any of his or her shares, when such
76	exchange, cancellation, or reclassification would alter or
77	abolish the shareholder's voting rights or alter his or her
78	percentage of equity in the corporation, or effecting a
79	reduction or cancellation of accrued dividends or other
80	arrearages in respect to such shares;
81	4. Reducing the stated redemption price of any of the
82	shareholder's redeemable shares, altering or abolishing any
83	provision relating to any sinking fund for the redemption or
84	purchase of any of his or her shares, or making any of his or
85	her shares subject to redemption when they are not otherwise
86	redeemable;
87	5. Making noncumulative, in whole or in part, dividends of
88	any of the shareholder's preferred shares which had theretofore
89	been cumulative;
90	6. Reducing the stated dividend preference of any of the
91	shareholder's preferred shares; or
92	7. Reducing any stated preferential amount payable on any
93	of the shareholder's preferred shares upon voluntary or
94	involuntary liquidation.
95	(2) Notwithstanding subsection (1), the availability of
96	appraisal rights under paragraphs (1)(a), (b), (c), and (d)
97	shall be limited in accordance with the following provisions:
98	(a) Appraisal rights shall not be available for the
99	holders of shares of any class or series of shares which is:
100	1. Listed on the New York Stock Exchange or the American
101	Stock Exchange or designated as a national market system
102	security on an interdealer quotation system by the National
103	Association of Securities Dealers, Inc.; or
104	2. Not so listed or designated, but has at least 2,000
105	shareholders and the outstanding shares of such class or series
106	has a market value of at least $10 million, exclusive of the
107	value of such shares held by its subsidiaries, senior
108	executives, directors, and beneficial shareholders owning more
109	than 10 percent of such shares.
110	(b) The applicability of paragraph (2)(a) shall be
111	determined as of:
112	1. The record date fixed to determine the shareholders
113	entitled to receive notice of, and to vote at, the meeting of
114	shareholders to act upon the corporate action requiring
115	appraisal rights; or
116	2. If there will be no meeting of shareholders, the close
117	of business on the day on which the board of directors adopts
118	the resolution recommending such corporate action.
119	(c) Paragraph (2)(a) shall not be applicable and appraisal
120	rights shall be available pursuant to subsection (1) for the
121	holders of any class or series of shares who are required by the
122	terms of the corporate action requiring appraisal rights to
123	accept for such shares anything other than cash or shares of any
124	class or any series of shares of any corporation, or any other
125	proprietary interest of any other entity, that satisfies the
126	standards set forth in paragraph (2)(a) at the time the
127	corporate action becomes effective.
128	(d) Paragraph (2)(a) shall not be applicable and appraisal
129	rights shall be available pursuant to subsection (1) for the
130	holders of any class or series of shares if:
131	1. Any of the shares or assets of the corporation are
132	being acquired or converted, whether by merger, share exchange,
133	or otherwise, pursuant to the corporate action by a person, or
134	by an affiliate of a person, who:
135	a. Is, or at any time in the 1-year period immediately
136	preceding approval by the board of directors of the corporate
137	action requiring appraisal rights was, the beneficial owner of
138	20 percent or more of the voting power of the corporation,
139	excluding any shares acquired pursuant to an offer for all
140	shares having voting power if such offer was made within 1 year
141	prior to the corporate action requiring appraisal rights for
142	consideration of the same kind and of a value equal to or less
143	than that paid in connection with the corporate action; or
144	b. Directly or indirectly has, or at any time in the 1-
145	year period immediately preceding approval by the board of
146	directors of the corporation of the corporate action requiring
147	appraisal rights had, the power, contractually or otherwise, to
148	cause the appointment or election of 25 percent or more of the
149	directors to the board of directors of the corporation; or
150	2. Any of the shares or assets of the corporation are
151	being acquired or converted, whether by merger, share exchange,
152	or otherwise, pursuant to such corporate action by a person, or
153	by an affiliate of a person, who is, or at any time in the 1-
154	year period immediately preceding approval by the board of
155	directors of the corporate action requiring appraisal rights
156	was, a senior executive or director of the corporation or a
157	senior executive of any affiliate thereof, and that senior
158	executive or director will receive, as a result of the corporate
159	action, a financial benefit not generally available to other
160	shareholders as such, other than:
161	a. Employment, consulting, retirement, or similar benefits
162	established separately and not as part of or in contemplation of
163	the corporate action;
164	b. Employment, consulting, retirement, or similar benefits
165	established in contemplation of, or as part of, the corporate
166	action that are not more favorable than those existing before
167	the corporate action or, if more favorable, that have been
168	approved on behalf of the corporation in the same manner as is
169	provided in s. 607.0832; or
170	c. In the case of a director of the corporation who will,
171	in the corporate action, become a director of the acquiring
172	entity in the corporate action or one of its affiliates, rights
173	and benefits as a director that are provided on the same basis
174	as those afforded by the acquiring entity generally to other
175	directors of such entity or such affiliate.
176	(e) For the purposes of paragraph (2)(d) only, the term
177	"beneficial owner" means any person who, directly or indirectly,
178	through any contract, arrangement, or understanding, other than
179	a revocable proxy, has or shares the power to vote, or to direct
180	the voting of, shares, provided that a member of a national
181	securities exchange shall not be deemed to be a beneficial owner
182	of securities held directly or indirectly by it on behalf of
183	another person solely because such member is the record holder
184	of such securities if the member is precluded by the rules of
185	such exchange from voting without instruction on contested
186	matters or matters that may affect substantially the rights or
187	privileges of the holders of the securities to be voted. When
188	two or more persons agree to act together for the purpose of
189	voting their shares of the corporation, each member of the group
190	formed thereby shall be deemed to have acquired beneficial
191	ownership, as of the date of such agreement, of all voting
192	shares of the corporation beneficially owned by any member of
193	the group.
194	(3) Notwithstanding any other provision of this section,
195	the articles of incorporation as originally filed or any
196	amendment thereto may limit or eliminate appraisal rights for
197	any class or series of preferred shares, but any such limitation
198	or elimination contained in an amendment to the articles of
199	incorporation that limits or eliminates appraisal rights for any
200	of such shares that are outstanding immediately prior to the
201	effective date of such amendment or that the corporation is or
202	may be required to issue or sell thereafter pursuant to any
203	conversion, exchange, or other right existing immediately before
204	the effective date of such amendment shall not apply to any
205	corporate action that becomes effective within 1 year of that
206	date if such action would otherwise afford appraisal rights.
207	(4) A shareholder entitled to appraisal rights under this
208	chapter may not challenge a completed corporate action for which
209	appraisal rights are available unless such corporate action:
210	(a) Was not effectuated in accordance with the applicable
211	provisions of this section or the corporation's articles of
212	incorporation, bylaws, or board of directors' resolution
213	authorizing the corporate action; or
214	(b) Was procured as a result of fraud or material
215	misrepresentation.
216	Section 23. Section 607.1303, Florida Statutes, is created
217	to read:
218	607.1303 Assertion of rights by nominees and beneficial
219	owners.--
220	(1) A record shareholder may assert appraisal rights as to
221	fewer than all the shares registered in the record shareholder's
222	name but owned by a beneficial shareholder only if the record
223	shareholder objects with respect to all shares of the class or
224	series owned by the beneficial shareholder and notifies the
225	corporation in writing of the name and address of each
226	beneficial shareholder on whose behalf appraisal rights are
227	being asserted. The rights of a record shareholder who asserts
228	appraisal rights for only part of the shares held of record in
229	the record shareholder's name under this subsection shall be
230	determined as if the shares as to which the record shareholder
231	objects and the record shareholder's other shares were
232	registered in the names of different record shareholders.
233	(2) A beneficial shareholder may assert appraisal rights
234	as to shares of any class or series held on behalf of the
235	shareholder only if such shareholder:
236	(a) Submits to the corporation the record shareholder's
237	written consent to the assertion of such rights no later than
238	the date referred to in s. 607.1322(2)(b)2.
239	(b) Does so with respect to all shares of the class or
240	series that are beneficially owned by the beneficial
241	shareholder.
242	Section 24. Section 607.1320, Florida Statutes, is amended
243	to read:
244	(Substantial rewording of section. See s.
245	607.1320, Florida Statutes, for present text.)
246	607.1320 Notice of appraisal rights.--
247	(1) If proposed corporate action described in s.
248	607.1302(1) is to be submitted to a vote at a shareholders'
249	meeting, the meeting notice must state that the corporation has
250	concluded that shareholders are, are not, or may be entitled to
251	assert appraisal rights under this chapter. If the corporation
252	concludes that appraisal rights are or may be available, a copy
253	of ss. 607.1301-607.1333 must accompany the meeting notice sent
254	to those record shareholders entitled to exercise appraisal
255	rights.
256	(2) In a merger pursuant to s. 607.1104, the parent
257	corporation must notify in writing all record shareholders of
258	the subsidiary who are entitled to assert appraisal rights that
259	the corporate action became effective. Such notice must be sent
260	within 10 days after the corporate action became effective and
261	include the materials described in s. 607.1322.
262	(3) If the proposed corporate action described in s.
263	607.1302(1) is to be approved other than by a shareholders’
264	meeting, the notice referred to in s. 607.1320(1) must be sent
265	to all shareholders at the time that consents are first
266	solicited pursuant to s. 607.0704, whether or not consents are
267	solicited from all shareholders, and include the materials
268	described in s. 607.1322.
269	Section 25. Section 607.1321, Florida Statutes, is created
270	to read:
271	607.1321 Notice of intent to demand payment.--
272	(1) If proposed corporate action requiring appraisal
273	rights under s. 607.1302 is submitted to a vote at a
274	shareholders' meeting, or is submitted to a shareholder pursuant
275	to a consent vote under s. 607.0704, a shareholder who wishes to
276	assert appraisal rights with respect to any class or series of
277	shares:
278	(a) Must deliver to the corporation before the vote is
279	taken, or within 20 days after receiving the notice pursuant to
280	s. 607.1320(3) if action is to be taken without a shareholder
281	meeting, written notice of the shareholder's intent to demand
282	payment if the proposed action is effectuated.
283	(b) Must not vote, or cause or permit to be voted, any
284	shares of such class or series in favor of the proposed action.
285	(2) A shareholder who does not satisfy the requirements of
286	subsection (1) is not entitled to payment under this chapter.
287	Section 26. Section 607.1322, Florida Statutes, is created
288	to read:
289	607.1322 Appraisal notice and form.--
290	(1) If proposed corporate action requiring appraisal
291	rights under s. 607.1302(1) becomes effective, the corporation
292	must deliver a written appraisal notice and form required by
293	paragraph (2)(a) to all shareholders who satisfied the
294	requirements of s. 607.1321. In the case of a merger under s.
295	607.1104, the parent must deliver a written appraisal notice and
296	form to all record shareholders who may be entitled to assert
297	appraisal rights.
298	(2) The appraisal notice must be sent no earlier than the
299	date the corporate action became effective and no later than 10
300	days after such date and must:
301	(a) Supply a form that specifies the date that the
302	corporate action became effective and that provides for the
303	shareholder to state:
304	1. The shareholder’s name and address.
305	2. The number, classes, and series of shares as to which
306	the shareholder asserts appraisal rights.
307	3. That the shareholder did not vote for the transaction.
308	4. Whether the shareholder accepts the corporation’s offer
309	as stated in subparagraph (2)(b)4.
310	5. If the offer is not accepted, the shareholder’s
311	estimated fair value of the shares and a demand for payment of
312	the shareholder’s estimated value plus interest.
313	(b) State:
314	1. Where the form must be sent and where certificates for
315	certificated shares must be deposited and the date by which
316	those certificates must be deposited, which date may not be
317	earlier than the date for receiving the required form under
318	subparagraph (2)(b)2.
319	2. A date by which the corporation must receive the form,
320	which date may not be fewer than 40 nor more than 60 days after
321	the date the subsection (1) appraisal notice and form are sent,
322	and state that the shareholder shall have waived the right to
323	demand appraisal with respect to the shares unless the form is
324	received by the corporation by such specified date.
325	3. The corporation's estimate of the fair value of the
326	shares.
327	4. An offer to each shareholder who is entitled to
328	appraisal rights to pay the corporation’s estimate of fair value
329	set forth in subparagraph (2)(b)3.
330	5. That, if requested in writing, the corporation will
331	provide to the shareholder so requesting, within 10 days after
332	the date specified in subparagraph (2)(b)2., the number of
333	shareholders who return the forms by the specified date and the
334	total number of shares owned by them.
335	6. The date by which the notice to withdraw under s.
336	607.1323 must be received, which date must be within 20 days
337	after the date specified in subparagraph (2)(b)2.
338	(c) Be accompanied by:
339	1. Financial statements of the corporation that issued the
340	shares to be appraised, consisting of a balance sheet as of the
341	end of the fiscal year ending not more than 15 months prior to
342	the date of the corporation’s appraisal notice, an income
343	statement for that year, a cash flow statement for that year,
344	and the latest available interim financial statements, if any.
345	2. A copy of ss. 607.1301-607.1333.
346	Section 27. Section 607.1323, Florida Statutes, is created
347	to read:
348	607.1323 Perfection of rights; right to withdraw.--
349	(1) A shareholder who wishes to exercise appraisal rights
350	must execute and return the form received pursuant to s.
351	607.1322(1) and, in the case of certificated shares, deposit the
352	shareholder's certificates in accordance with the terms of the
353	notice by the date referred to in the notice pursuant to s.
354	607.1322(2)(b)2. Once a shareholder deposits that shareholder's
355	certificates or, in the case of uncertificated shares, returns
356	the executed forms, that shareholder loses all rights as a
357	shareholder, unless the shareholder withdraws pursuant to
358	subsection (2).
359	(2) A shareholder who has complied with subsection (1) may
360	nevertheless decline to exercise appraisal rights and withdraw
361	from the appraisal process by so notifying the corporation in
362	writing by the date set forth in the appraisal notice pursuant
363	to s. 607.1322(2)(b)6. A shareholder who fails to so withdraw
364	from the appraisal process may not thereafter withdraw without
365	the corporation's written consent.
366	(3) A shareholder who does not execute and return the form
367	and, in the case of certificated shares, deposit that
368	shareholder's share certificates if required, each by the date
369	set forth in the notice described in subsection (2), shall not
370	be entitled to payment under this chapter.
371	Section 28. Section 607.1324, Florida Statutes, is created
372	to read:
373	607.1324 Shareholder’s acceptance of corporation’s
374	offer.--
375	(1) If the shareholder states on the form provided in s.
376	607.1322(1) that the shareholder accepts the offer of the
377	corporation to pay the corporation’s estimated fair value for
378	the shares, the corporation shall make such payment to the
379	shareholder within 90 days after the corporation’s receipt of
380	the form from the shareholder.
381	(2) Upon payment of the agreed value, the shareholder
382	shall cease to have any interest in the shares.
383	Section 29. Section 607.1326, Florida Statutes, is created
384	to read:
385	607.1326 Procedure if shareholder is dissatisfied with
386	offer.--
387	(1) A shareholder who is dissatisfied with the
388	corporation’s offer as set forth pursuant to s. 607.1322(2)(b)4.
389	must notify the corporation on the form provided pursuant to s.
390	607.1322(1) of that shareholder's estimate of the fair value of
391	the shares and demand payment of that estimate plus interest.
392	(2) A shareholder who fails to notify the corporation in
393	writing of that shareholder's demand to be paid the
394	shareholder's stated estimate of the fair value plus interest
395	under subsection (1) within the timeframe set forth in s.
396	607.1322(2)(b)2. waives the right to demand payment under this
397	section and shall be entitled only to the payment offered by the
398	corporation pursuant to s. 607.1322(2)(b)4.
399	Section 30. Section 607.1331, Florida Statutes, is created
400	to read:
401	607.1331 Court costs and counsel fees.--
402	(1) The court in an appraisal proceeding commenced under
403	s. 607.1330 shall determine all costs of the proceeding,
404	including the reasonable compensation and expenses of appraisers
405	appointed by the court. The court shall assess the costs against
406	the corporation, except that the court may assess costs against
407	all or some of the shareholders demanding appraisal, in amounts
408	the court finds equitable, to the extent the court finds such
409	shareholders acted arbitrarily, vexatiously, or not in good
410	faith with respect to the rights provided by this chapter.
411	(2) The court in an appraisal proceeding may also assess
412	the fees and expenses of counsel and experts for the respective
413	parties, in amounts the court finds equitable:
414	(a) Against the corporation and in favor of any or all
415	shareholders demanding appraisal if the court finds the
416	corporation did not substantially comply with ss. 607.1320 and
417	607.1322; or
418	(b) Against either the corporation or a shareholder
419	demanding appraisal, in favor of any other party, if the court
420	finds that the party against whom the fees and expenses are
421	assessed acted arbitrarily, vexatiously, or not in good faith
422	with respect to the rights provided by this chapter.
423	(3) If the court in an appraisal proceeding finds that the
424	services of counsel for any shareholder were of substantial
425	benefit to other shareholders similarly situated, and that the
426	fees for those services should not be assessed against the
427	corporation, the court may award to such counsel reasonable fees
428	to be paid out of the amounts awarded the shareholders who were
429	benefited.
430	(4) To the extent the corporation fails to make a required
431	payment pursuant to s. 607.1324, the shareholder may sue
432	directly for the amount owed and, to the extent successful,
433	shall be entitled to recover from the corporation all costs and
434	expenses of the suit, including counsel fees.
435	Section 31. Section 607.1332, Florida Statutes, is created
436	to read:
437	607.1332 Disposition of acquired shares.--Shares acquired
438	by a corporation pursuant to payment of the agreed value thereof
439	or pursuant to payment of the judgment entered therefor, as
440	provided in this chapter, may be held and disposed of by such
441	corporation as authorized but unissued shares of the
442	corporation, except that, in the case of a merger or share
443	exchange, they may be held and disposed of as the plan of merger
444	or share exchange otherwise provides. The shares of the
445	surviving corporation into which the shares of such shareholders
446	demanding appraisal rights would have been converted had they
447	assented to the merger shall have the status of authorized but
448	unissued shares of the surviving corporation.
449	Section 32. Section 607.1333, Florida Statutes, is created
450	to read:
451	607.1333. Limitation on corporate payment.--
452	(1) No payment shall be made to a shareholder seeking
453	appraisal rights if, at the time of payment, the corporation is
454	unable to meet the distribution standards of s. 607.06401. In
455	such event, the shareholder shall, at the shareholder’s option:
456	(a) Withdraw his or her notice of intent to assert
457	appraisal rights, which shall in such event be deemed withdrawn
458	with the consent of the corporation; or
459	(b) Retain his or her status as a claimant against the
460	corporation and, if it is liquidated, be subordinated to the
461	rights of creditors of the corporation, but have rights superior
462	to the shareholders not asserting appraisal rights, and if it is
463	not liquidated, retain his or her right to be paid for the
464	shares, which right the corporation shall be obliged to satisfy
465	when the restrictions of this section do not apply.
466	(2) The shareholder shall exercise the option under
467	paragraph (1)(a) or (b) by written notice filed with the
468	corporation within 30 days after the corporation has given
469	written notice that the payment for shares cannot be made
470	because of the restrictions of this section. If the shareholder
471	fails to exercise the option, the shareholder shall be deemed to
472	have withdrawn his or her notice of intent to assert appraisal
473	rights.
474	Section 33. Subsection (1) of section 607.1403, Florida
475	Statutes, is amended to read:
476	607.1403 Articles of dissolution.--
477	(1) At any time after dissolution is authorized, the
478	corporation may dissolve by delivering to the Department of
479	State for filing articles of dissolution which shall be executed
480	in accordance with s. 607.0120 and which shall setsetting
481	forth:
482	(a) The name of the corporation;
483	(b) The date dissolution was authorized;
484	(c) If dissolution was approved by the shareholders, a
485	statement that the number cast for dissolution by the
486	shareholderswas sufficient for approval.
487	(d) If dissolution was approved by the shareholders and if
488	voting by voting groups was required, a statement that the
489	number cast for dissolution by the shareholderswas sufficient
490	for approval must be separately provided for each voting group
491	entitled to vote separately on the plan to dissolve.
492	Section 34. Section 607.1406, Florida Statutes, is amended
493	to read:
494	607.1406 Knownclaims against dissolved corporation.--
495	(1) A dissolved corporation or successor entity, as
496	defined in subsection (15), may dispose of the known claims
497	against it by following the procedures described in subsections
498	(2), (3), and(4).
499	(2) The dissolved corporation or successor entity shall
500	deliver to each of its known claimants written notice of the
501	dissolution at any time after its effective date. The written
502	notice shall:
503	(a) Provide a reasonable description of the claim that the
504	claimant may be entitled to assert;
505	(b) State whether the claim is admitted or not admitted,
506	in whole or in part, and, if admitted:
507	1. The amount that is admitted, which may be as of a given
508	date; and
509	2. Any interest obligation if fixed by an instrument of
510	indebtedness;
511	(c) Provide a mailing address where a claim may be sent;
512	(d) State the deadline, which may not be fewer than 120
513	days after the effective date of the written notice, by which
514	confirmation of the claim must be delivered to the dissolved
515	corporation or successor entity; and
516	(e) State that the corporation or successor entity may
517	make distributions thereafter to other claimants and the
518	corporation's shareholders or persons interested as having been
519	such without further notice.
520	(3) A dissolved corporation or successor entity may
521	reject, in whole or in part, any claim made by a claimant
522	pursuant to this subsection by mailing notice of such rejection
523	to the claimant within 90 days after receipt of such claim and,
524	in all events, at least 150 days before expiration of 3 years
525	following the effective date of dissolution. A notice sent by
526	the dissolved corporation or successor entity pursuant to this
527	subsection shall be accompanied by a copy of this section.
528	(4) A dissolved corporation or successor entity electing
529	to follow the procedures described in subsections(2) and (3)
530	shall also give notice of the dissolution of the corporation to
531	persons with known claims, that arecontingent upon the
532	occurrence or nonoccurrence of future events or otherwise
533	conditional or unmatured, and request that such persons present
534	such claims in accordance with the terms of such notice. Such
535	notice shall be in substantially the form, and sent in the same
536	manner, as described in subsection (2).
537	(5) A dissolved corporation or successor entity shall
538	offer any claimant whose knownclaim is contingent, conditional,
539	or unmatured such security as the corporation or such entity
540	determines is sufficient to provide compensation to the claimant
541	if the claim matures. The dissolved corporation or successor
542	entity shall deliver such offer to the claimant within 90 days
543	after receipt of such claim and, in all events, at least 150
544	days before expiration of 3 years following the effective date
545	of dissolution. If the claimant offered such security does not
546	deliver in writing to the dissolved corporation or successor
547	entity a notice rejecting the offer within 120 days after
548	receipt of such offer for security, the claimant is deemed to
549	have accepted such security as the sole source from which to
550	satisfy his or her claim against the corporation.
551	(6) A dissolved corporation or successor entity which has
552	given notice in accordance with subsections (2) and (4) shall
553	petition the circuit court in the county where the corporation's
554	principal office is located or was located at the effective date
555	of dissolution to determine the amount and form of security that
556	will be sufficient to provide compensation to any claimant who
557	has rejected the offer for security made pursuant to subsection
558	(5).
559	(7) A dissolved corporation or successor entity which has
560	given notice in accordance with subsection (2) shall petition
561	the circuit court in the county where the corporation's
562	principal office is located or was located at the effective date
563	of dissolution to determine the amount and form of security
564	which will be sufficient to provide compensation to claimants
565	whose claims are known to the corporation or successor entity
566	but whose identities are unknown. The court shall appoint a
567	guardian ad litem to represent all claimants whose identities
568	are unknown in any proceeding brought under this subsection. The
569	reasonable fees and expenses of such guardian, including all
570	reasonable expert witness fees, shall be paid by the petitioner
571	in such proceeding.
572	(8) The giving of any notice or making of any offer
573	pursuant to the provisions of this section shall not revive any
574	claim then barred or constitute acknowledgment by the dissolved
575	corporation or successor entity that any person to whom such
576	notice is sent is a proper claimant and shall not operate as a
577	waiver of any defense or counterclaim in respect of any claim
578	asserted by any person to whom such notice is sent.
579	(9) A dissolved corporation or successor entity which has
580	followed the procedures described in subsections (2)-(7):
581	(a) Shall pay the claims admitted or made and not rejected
582	in accordance with subsection (3);
583	(b) Shall post the security offered and not rejected
584	pursuant to subsection (5);
585	(c) Shall post any security ordered by the circuit court
586	in any proceeding under subsections (6) and (7); and
587	(d) Shall pay or make provision for all other known
588	obligations of the corporation or such successor entity.
589
590	Such claims or obligations shall be paid in full, and any such
591	provision for payments shall be made in full if there are
592	sufficient funds. If there are insufficient funds, such claims
593	and obligations shall be paid or provided for according to their
594	priority and, among claims of equal priority, ratably to the
595	extent of funds legally available therefor. Any remaining funds
596	shall be distributed to the shareholders of the dissolved
597	corporation; however, such distribution may not be made before
598	the expiration of 150 days from the date of the last notice of
599	rejections given pursuant to subsection (3). In the absence of
600	actual fraud, the judgment of the directors of the dissolved
601	corporation or the governing persons of such successor entity as
602	to the provisions made for the payment of all obligations under
603	paragraph (d) is conclusive.
604	(10) A dissolved corporation or successor entity which has
605	not followed the procedures described in subsections (2) and (3)
606	shall pay or make reasonable provision to pay all knownclaims
607	and obligations, including all contingent, conditional, or
608	unmatured claims known to the corporation or such successor
609	entity and all claims which are known to the dissolved
610	corporation or such successor entity but for which the identity
611	of the claimant is unknown. Such claims shall be paid in full,
612	and any such provision for payment made shall be made in full if
613	there are sufficient funds. If there are insufficient funds,
614	such claims and obligations shall be paid or provided for
615	according to their priority and, among claims of equal priority,
616	ratably to the extent of funds legally available therefor. Any
617	remaining funds shall be distributed to the shareholders of the
618	dissolved corporation.
619	(11) Directors of a dissolved corporation or governing
620	persons of a successor entity which has complied with subsection
621	(9) or subsection (10) are not personally liable to the
622	claimants of the dissolved corporation.
623	(12) A shareholder of a dissolved corporation the assets
624	of which were distributed pursuant to subsection (9) or
625	subsection (10) is not liable for any claim against the
626	corporation in an amount in excess of such shareholder's pro
627	rata share of the claim or the amount distributed to the
628	shareholder, whichever is less.
629	(13) A shareholder of a dissolved corporation, the assets
630	of which were distributed pursuant to subsection (9),is not
631	liable for any claim against the corporation, which claim is
632	known to the corporation or successor entity,on which a
633	proceeding is not begun prior to the expiration of 3 years
634	following the effective date of dissolution.
635	(14) The aggregate liability of any shareholder of a
636	dissolved corporation for claims against the dissolved
637	corporation arising under this section, s. 607.1407, or
638	otherwise,may not exceed the amount distributed to the
639	shareholder in dissolution.
640	(15) As used in this section or s. 607.1407, the term
641	"successor entity" includes any trust, receivership, or other
642	legal entity governed by the laws of this state to which the
643	remaining assets and liabilities of a dissolved corporation are
644	transferred and which exists solely for the purposes of
645	prosecuting and defending suits by or against the dissolved
646	corporation, enabling the dissolved corporation to settle and
647	close the business of the dissolved corporation, to dispose of
648	and convey the property of the dissolved corporation, to
649	discharge the liabilities of the dissolved corporation, and to
650	distribute to the dissolved corporation's shareholders any
651	remaining assets, but not for the purpose of continuing the
652	business for which the dissolved corporation was organized.
653	Section 35. Section 607.1407, Florida Statutes, is created
654	to read:
655	607.1407 Unknown claims against dissolved corporation.--A
656	dissolved corporation or successor entity, as defined in s.
657	607.1406(15), may choose to execute one of the following
658	procedures to resolve payment of unknown claims.
659	(1) A dissolved corporation or successor entity may file
660	notice of its dissolution with the Department of State on the
661	form prescribed by the Department of State and request that
662	persons with claims against the corporation which are not known
663	to the corporation or successor entity present them in
664	accordance with the notice. The notice shall:
665	(a) State the name of the corporation and the date of
666	dissolution;
667	(b) Describe the information that must be included in a
668	claim and provide a mailing address to which the claim may be
669	sent; and
670	(c) State that a claim against the corporation under this
671	subsection will be barred unless a proceeding to enforce the
672	claim is commenced within 4 years after the filing of the
673	notice.
674	(2) A dissolved corporation or successor entity may,
675	within 10 days of adopting the articles of dissolution, publish
676	a "Notice of Corporate Dissolution." The notice shall appear
677	once a week for 2 consecutive weeks in a newspaper of general
678	circulation in a county in the state wherein the corporation
679	owns real or personal property. Such newspaper shall meet the
680	requirements as are prescribed by law for such purposes. The
681	notice shall:
682	(a) State the name of the corporation and the date of
683	dissolution;
684	(b) Describe the information that must be included in a
685	claim and provide a mailing address to which the claim may be
686	sent; and
687	(c) State that a claim against the corporation under this
688	subsection will be barred unless a proceeding to enforce the
689	claim is commenced within 4 years after the filing of the
690	notice.
691	(3) If the dissolved corporation or successor entity
692	complies with subsections (1) or (2), the claim of each of the
693	following claimants is barred unless the claimant commences a
694	proceeding to enforce the claim against the dissolved
695	corporation within 4 years after the filing date:
696	(a) A claimant who did not receive written notice under s.
697	607.1406(9), or whose claim was not provided for under s.
698	607.1456(10), whether such claim is based on an event occurring
699	before or after the effective date of dissolution.
700	(b) A claimant whose claim was timely sent to the
701	dissolved corporation but on which no action was taken.
702	(4) A claim may be entered under this section:
703	(a) Against the dissolved corporation, to the extent of
704	its undistributed assets; or
705	(b) If the assets have been distributed in liquidation,
706	against a shareholder of the dissolved corporation to the extent
707	of such shareholder's pro rata share of the claim or the
708	corporate assets distributed to such shareholder in liquidation,
709	whichever is less, provided that the aggregate liability of any
710	shareholder of a dissolved corporation arising under this
711	section, s. 607.1406, or otherwise may not exceed the amount
712	distributed to the shareholder in dissolution.
713
714	Nothing in this section shall preclude or relieve the
715	corporation from its notification to claimants otherwise set
716	forth in this chapter.
717
718	================= T I T L E A M E N D M E N T =================
719	Remove line(s) 73-89, and insert:
720
721	creating s. 607.1331, F.S.; providing for assessment and award
722	of court costs and attorney fees under certain circumstances;
723	creating s. 607.1332, F.S.; providing for disposition of certain
724	acquired shares; creating s. 607.1333, F.S.; providing
725	limitations on corporate payouts; providing certain shareholder
726	notice requirements; amending s. 607.1403, F.S.; providing for
727	execution of articles of dissolution; clarifying requirements;
728	amending s. 607.1406, F.S.; clarifying provisions relating to
729	claims against dissolved corporations; creating s. 607.1407,
730	F.S.; providing procedures and requirements for administration
731	of unknown claims against dissolved corporations; providing
732	conditions under which certain claims are barred; amending s.
733	607.1422, F.S.; revising