SENATE AMENDMENT
Bill No. SB 2718
Amendment No. 1 Barcode 675086
CHAMBER ACTION
Senate House
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04/23/2004 03:05 PM .
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11 The Committee on Commerce, Economic Opportunities, and
12 Consumer Services recommended the following amendment:
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14 Senate Amendment (with title amendment)
15 On page 5, between lines 24 and 25,
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17 insert:
18 Section 4. For the purpose of incorporating the
19 amendment made by this act to section 607.1302, Florida
20 Statutes, in references thereto, paragraph (g) of subsection
21 (1) and subsection (2) of section 607.1106, Florida Statutes,
22 are reenacted to read:
23 607.1106 Effect of merger or share exchange.--
24 (1) When a merger becomes effective:
25 (g) The shares (and the rights to acquire shares,
26 obligations, or other securities) of each corporation party to
27 the merger that are to be converted into shares, rights,
28 obligations, or other securities of the surviving or any other
29 corporation or into cash or other property are converted, and
30 the former holders of the shares are entitled only to the
31 rights provided in the articles of merger or to their rights
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SENATE AMENDMENT
Bill No. SB 2718
Amendment No. 1 Barcode 675086
1 under s. 607.1302.
2 (2) When a share exchange becomes effective, the
3 shares of each acquired corporation are exchanged as provided
4 in the plan of exchange, and the former holders of the shares
5 are entitled only to the exchange rights provided in the
6 articles of share exchange or to their rights under s.
7 607.1302.
8 Section 5. For the purpose of incorporating the
9 amendment made by this act to section 607.1302, Florida
10 Statutes, in references thereto, paragraph (b) of subsection
11 (2) of section 607.1107, Florida Statutes, is reenacted to
12 read:
13 607.1107 Merger or share exchange with foreign
14 corporations.--
15 (2) Upon the merger becoming effective, the surviving
16 foreign corporation of a merger, and the acquiring foreign
17 corporation in a share exchange, is deemed:
18 (b) To agree that it will promptly pay to the
19 dissenting shareholders of each domestic corporation party to
20 the merger or share exchange the amount, if any, to which they
21 are entitled under s. 607.1302.
22 Section 6. For the purpose of incorporating the
23 amendment made by this act to section 607.1302, Florida
24 Statutes, in references thereto, paragraph (g) of subsection
25 (1) of section 607.1109, Florida Statutes, is reenacted to
26 read:
27 607.1109 Articles of merger.--
28 (1) After a plan of merger is approved by each
29 domestic corporation and other business entity that is a party
30 to the merger, the surviving entity shall deliver to the
31 Department of State for filing articles of merger, which shall
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SENATE AMENDMENT
Bill No. SB 2718
Amendment No. 1 Barcode 675086
1 be executed by each domestic corporation as required by s.
2 607.0120 and by each other business entity as required by
3 applicable law, and which shall set forth:
4 (g) If the surviving entity is another business entity
5 formed, organized, or incorporated under the laws of any
6 state, country, or jurisdiction other than this state:
7 1. The address, including street and number, if any,
8 of its principal office under the laws of the state, country,
9 or jurisdiction in which it was formed, organized, or
10 incorporated.
11 2. A statement that the surviving entity is deemed to
12 have appointed the Secretary of State as its agent for service
13 of process in a proceeding to enforce any obligation or the
14 rights of dissenting shareholders of each domestic corporation
15 that is a party to the merger.
16 3. A statement that the surviving entity has agreed to
17 promptly pay to the dissenting shareholders of each domestic
18 corporation that is a party to the merger the amount, if any,
19 to which they are entitled under s. 607.1302.
20 Section 7. For the purpose of incorporating the
21 amendment made by this act to section 607.1302, Florida
22 Statutes, in references thereto, subsection (1) of section
23 607.1321, Florida Statutes, is reenacted to read:
24 607.1321 Notice of intent to demand payment.--
25 (1) If proposed corporate action requiring appraisal
26 rights under s. 607.1302 is submitted to a vote at a
27 shareholders' meeting, or is submitted to a shareholder
28 pursuant to a consent vote under s. 607.0704, a shareholder
29 who wishes to assert appraisal rights with respect to any
30 class or series of shares:
31 (a) Must deliver to the corporation before the vote is
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SENATE AMENDMENT
Bill No. SB 2718
Amendment No. 1 Barcode 675086
1 taken, or within 20 days after receiving the notice pursuant
2 to s. 607.1320(3) if action is to be taken without a
3 shareholder meeting, written notice of the shareholder's
4 intent to demand payment if the proposed action is
5 effectuated.
6 (b) Must not vote, or cause or permit to be voted, any
7 shares of such class or series in favor of the proposed
8 action.
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10 (Redesignate subsequent sections.)
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14 And the title is amended as follows:
15 On page 1, line 16, after the semicolon
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17 insert:
18 reenacting ss. 607.1106(1)(g) and (2),
19 607.1107(2)(b), 607.1109(1)(g), and
20 607.1321(1), F.S., relating to effect of merger
21 or share exchange, merger or share exchange
22 with foreign corporations, articles of merger,
23 and notice of intent to demand payment, to
24 incorporate the amendment to s. 607.1302, F.S.,
25 in references thereto;
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