Florida Senate - 2019                        COMMITTEE AMENDMENT
       Bill No. CS for CS for SB 892
                              LEGISLATIVE ACTION                        
                    Senate             .             House              
                   Comm: WD            .                                
                  04/19/2019           .                                

       The Committee on Appropriations (Simmons) recommended the
    1         Senate Amendment 
    3         Delete lines 9784 - 9907
    4  and insert:
    5         4.(b) The directors or those in control of the corporation
    6  have acted, are acting, or are reasonably expected to act in a
    7  manner that is illegal or fraudulent;
    8         (c)(4) In a proceeding by a creditor if it is established
    9  that:
   10         1.(a) The creditor’s claim has been reduced to judgment,
   11  the execution on the judgment returned unsatisfied, and the
   12  corporation is insolvent; or
   13         2.(b) The corporation has admitted in writing that the
   14  creditor’s claim is due and owing and the corporation is
   15  insolvent; or
   16         (d)(5) In a proceeding by the corporation to have its
   17  voluntary dissolution continued under court supervision; or
   18         (e) In a proceeding by a shareholder if the corporation has
   19  abandoned its business and has failed within a reasonable period
   20  of time to liquidate and distribute its assets and dissolve.
   21         (2) Paragraph (1)(b) does not apply in the case of a
   22  corporation that, on the date of the filing of the proceeding,
   23  has shares that are:
   24         (a) A covered security under s. 18(b)(1)(A) or (B) of the
   25  Securities Act of 1933; or
   26         (b) Not a covered security, but are held by at least 300
   27  shareholders and the shares outstanding have a market value of
   28  at least $20 million, exclusive of the value of outstanding
   29  shares of the corporation held by the corporation’s
   30  subsidiaries, by the corporation’s senior executives, by the
   31  corporation’s directors, and by the corporation’s beneficial
   32  shareholders and voting trust beneficial owners owning more than
   33  10 percent of the outstanding shares of the corporation.
   34         (3)(a) In the event of a deadlock situation that satisfies
   35  subparagraph (1)(b)1. or subparagraph (1)(b)2., if the
   36  shareholders are subject to a shareholder agreement that
   37  complies with s. 607.0732 and contains a deadlock sale
   38  provision, then such deadlock sale provision shall apply to the
   39  resolution of such deadlock in lieu of the court entering an
   40  order of judicial dissolution or an order directing the purchase
   41  of petitioner’s shares under s. 607.1436, so long as the
   42  provisions of such deadlock sale provision are initiated and
   43  effectuated within the time periods specified for the
   44  corporation to act under s. 607.1436 and in accordance with the
   45  terms of such deadlock sale provision.
   46         (b) As used in this section, the term “deadlock sale
   47  provision” means a provision in a shareholder agreement that
   48  complies with s. 607.0732, which is or may be applicable in the
   49  event of a deadlock among the directors or shareholders of the
   50  corporation, which neither the directors nor the shareholders,
   51  as applicable, of the corporation are able to break; and which
   52  provides for a deadlock breaking mechanism, including, but not
   53  limited to:
   54         1. A redemption or a purchase and sale of shares or other
   55  equity securities;
   56         2. A governance change;
   57         3. A sale of the corporation or all or substantially all of
   58  the assets of the corporation; or
   59         4. A similar provision that, if initiated and effectuated,
   60  breaks the deadlock by causing the transfer of the shares or
   61  other equity securities, a governance change, or a sale of the
   62  corporation or all or substantially all of the corporation’s
   63  assets.
   64         (4) A deadlock sale provision in a shareholder agreement
   65  which complies with s. 607.0732 which is not initiated and
   66  effectuated before the court enters an order of judicial
   67  dissolution under subparagraph (1)(b)1. or subparagraph
   68  (1)(b)2., as the case may be, or an order directing the purchase
   69  of petitioner’s interest under s. 607.1436, does not adversely
   70  affect the rights of shareholders to seek judicial dissolution
   71  under subparagraph (1)(b)1. or subparagraph (1)(b)2., as the
   72  case may be, or the rights of the corporation or one or more
   73  shareholders to purchase the petitioner’s interest under s.
   74  607.1436. The filing of an action for judicial dissolution on
   75  the grounds described in subparagraph (1)(b)1. or subparagraph
   76  (1)(b)2., as the case may be, or an election to purchase the
   77  petitioner’s interest under s. 607.1436, does not adversely
   78  affect the right of a shareholder to initiate an available
   79  deadlock sale provision under the shareholder agreement that
   80  complies with s. 607.0732 or to enforce a shareholder-initiated
   81  or an automatically-initiated deadlock sale provision if the
   82  deadlock sale provision is initiated and effectuated before the
   83  court enters an order of judicial dissolution under subparagraph
   84  (1)(b)1. or subparagraph (1)(b)2., as the case may be, or an
   85  order directing the purchase of petitioner’s interest under s.
   86  607.1436.
   87         (5) For purposes of subsections (1) and (2), the term