Originally Published on the Florida Bar Journal Vol. 96, No. 3 May/June 2022
AUTHORS: Eric N. Assouline (Managing Partner Assouline & Berlowe), Andrea Bos (Associate Attorney Assouline & Berlowe), and Davy Karkason ( Associate Attorney Cueto Law Group P.L.)
Source of the original article: No Written Shareholder Agreement? A Survey of Florida Shareholders’ Statutory Rights – The Florida Bar
A shareholders’ rights and obligations in a Florida corporation generally derive from two main sources: the corporation’s governing documents, such as articles of incorporation, bylaws, and any shareholder agreements; and, those default rights and obligations set forth in the Florida Business Corporation Act. In practice, however, most shareholders of Florida corporations’ do not take the time to enter into a shareholders’ agreement. While both majority and minority shareholders have rights under the Florida Business Corporation Act, these rights are particularly important for a minority shareholder who does not have the power to control the corporation through a majority vote. This article provides a survey of most of the shareholders’ rights that derive from the Florida Business Corporation Act.
Unless the articles of incorporation or the Florida Business Corporation Act provide otherwise, all outstanding shares are entitled to one vote on each matter submitted to a vote at a meeting of shareholders. A shareholder may exercise voting rights in person or by “proxy.” To exercise voting rights by proxy, the shareholder must appoint a proxy to vote or otherwise act for the shareholder by signing an appointment or by electronic transmission. A proxy is valid for a maximum of 11 months unless the appointment expressly provides for a longer period. A proxy is revocable unless the appointment conspicuously states that the interest is irrevocable and is coupled with an interest.
In an election of directors, each shareholder who is entitled to vote has the right to vote the number of shares the shareholder owns for as many persons as there are directors to be elected and for whose election the shareholder is entitled to vote. Cumulative voting is allowed only if explicitly provided for in the corporation’s articles of incorporation. Generally, directors are elected by a plurality of votes cast by the shares entitled to vote, unless the articles of incorporation provide otherwise. Another exception is when the board of directors or shareholders of a corporation with shares listed on a national securities exchange adopt a bylaw requiring a greater voting requirement.
Florida provides shareholders with the right to create voting trusts. Forming a voting trust with other shareholders can be useful for minority shareholders because it provides a voting block that is more powerful than the sum of its parts, as to the interests of the individual minority shareholders. To effectuate a voting trust, a trustee must file a voting trust agreement and a list of trust beneficial owners with the corporation at its principal office. A voting trust agreement is an agreement in which one or more shareholders confer “on a trustee the right to vote or otherwise act for him or her or for them, by signing an agreement setting out the provisions of the trust and transferring their shares to the trustee.” The list of trust beneficial owners filed with the corporation must include the “names and addresses of voting trust beneficial owners, together with the number and class of shares each transferred to the trust.” The Florida Business Corporation Act also confers on all shareholders and beneficiaries of such trusts the related right to inspect all voting trust filings at the corporation’s principal office during business hours. The Florida Corporations Act provides instruction as to voting blocks that may be defined by statute as having restricted controls.
Actions that May or Must be Taken by Shareholders
Below is an outline of shareholder rights and limitations on those rights with regards to voting on specific corporate actions.
• Shareholders’ Right to Remove Directors — Shareholders may remove directors by vote, with or without cause, unless the articles of incorporation state directors may be removed for cause only. Shareholders may remove directors at a shareholders’ meeting if notice of the meeting states at least one of the purposes for the meeting is the removal of the director. To remove a director, the number of votes in favor of removal must be greater than the number of votes against removal, unless the articles of incorporation or bylaws authorize cumulative voting. Under cumulative voting, a director may not be removed if the number of votes against his or her removal equals or exceeds the number of votes that would be sufficient to have him or her elected.
• Shareholders’ Right to Approve Voting Rights with Regard to Control-Share Acquisitions — Generally, the Florida Business Corporation Act does not give shareholders any statutory rights over another person’s acquisition of shares in a corporation except as to “control-share acquisitions.”
The Florida Business Corporation Act defines a control-share acquisition as an “acquisition…by any person of ownership of, or the power to direct the exercise of voting power with respect to, issued and outstanding control shares.” Control shares are shares that, when acquired, would immediately give that shareholder the power to either vote or direct the vote of over one-fifth of all the voting power in the election of directors in an issuing public corporation. An issuing public corporation is any corporation that has:
1. One hundred or more shareholders; 2. Its principal place of business, its principal office, or substantial assets within [Florida]; and 3. Either: a. More than 10 percent of its shareholders reside in [Florida]; b. More than 10 percent of its shares are owned by the residents of [Florida] or c. One thousand shareholders reside in [Florida].
Unless a corporation’s governing documents provide that §607.0902 does not apply to control share acquisitions, control-shares acquired in a control-share acquisition will only have the same voting rights as they did prior to the control-share acquisition unless those voting rights are granted by shareholder resolution. Such a shareholder resolution requires approval by:
1. Each class or series entitled to vote separately on the proposal by a majority of all the votes entitled to be cast by the class or series, with the holders of the outstanding shares of a class or series being entitled to vote as a separate class if the proposed control-share acquisition would, if fully carried out, result in any of the changes described in s. 607.1004; and
2. Each class or series entitled to vote separately on the proposal by a majority of all the votes entitled to be cast by that group, excluding all interested shares.
• Shareholders’ Right to Vote on Amendment of Articles of Incorporation — Sections 607.1001 through 607.1009 of the Florida Business Corporation Act govern amendments of a corporation’s articles of incorporation. Most amendments to a corporation’s articles of incorporation can be made by the board of directors without shareholder participation. However, if a corporation has 35 or fewer shareholders, F.S. §607.1003(7) allows a corporation’s shareholders to amend the articles of incorporation without an act of the directors at a properly noticed shareholders’ meeting.
Furthermore, F.S. §607.10025, specifies that any amendment to the articles of incorporation effectuating a combination or division of shares resulting in the rights or preferences of the holders of any outstanding class or series being adversely affected, or the percentage of authorized shares remaining unissued after the share division or combination exceeding the percentage of authorized shares that was unissued before the division or combination, requires shareholder approval. With respect to divisions and combinations not requiring shareholder approval, F.S. §607.10025(5) (2021) states the board of directors must provide written notice to its shareholders setting forth the material terms of any division or combination within 30 days of effectuating such an amendment without shareholder approval.
Where shareholder approval is required for an amendment to the articles of incorporation, the board of directors shall recommend that the shareholders approve the amendment, unless the board of directors determines that a conflict of interest or other special circumstances exist. Once the recommendation is made, the approval of the amendment requires the approval of the shareholders at a meeting at which a quorum consisting of at least a majority of the shares entitled to be cast on the amendment exists. If a proposed amendment to the articles of incorporation reduces a shareholder’s shares to fractional shares that the corporation has a right to repurchase, a shareholder would have a right to dissent, accompanied by a right to appraisal provided for in F.S. §607.1302(1)(e) and (f).
• Shareholders’ Right to Amend or Repeal Bylaws — Shareholders may amend or repeal the corporation’s bylaws even where the Florida Business Corporation Act also allows a corporation’s board of directors to do so. Furthermore, the Florida Business Corporation Act exclusively gives shareholders the right to amend or repeal a bylaw fixing a greater quorum or voting requirement for the board of directors if the bylaw were originally adopted by the shareholders. Shareholders also have the exclusive right to amend or repeal a bylaw fixing a greater quorum or voting requirement for shareholders where the articles of incorporation to authorize shareholders to so amend the bylaws. The right to amend or repeal a corporation’s bylaws generally or as to specific bylaws may also be reserved exclusively to the shareholders in whole or in part through the corporation’s articles of incorporation.
• Voting and Related Rights in Relation to Corporate Reorganizations — When a corporation changes something as fundamental as its corporate structure and/or restructuring, the Florida Business Corporation Act provides shareholders with certain rights. Three of the forms of corporate reorganization that create shareholder rights are addressed by the Florida Business Corporation Act: merger, share exchange, and the sale of the corporation’s assets.
Mergers and share exchanges both start with the boards of directors of the two corporations negotiating and approving a plan of merger or share exchange. Generally, both corporations must submit the plan to their respective shareholders and obtain approval by an absolute majority of all shares entitled to vote or such greater proportion as required by the respective corporation’s articles of incorporation.
There are, however, some exceptions to this general rule. In the case of a merger, the shareholders of the surviving corporation are not entitled to vote if the merger plan does not amend the articles of incorporation of the surviving corporation and each outstanding share of the surviving corporation will remain outstanding and identical after the merger of the two corporations. Additionally, shareholder rights to vote as a class with regard to amendments to the articles of incorporation is required even when the amendments to the articles of incorporation happen as part of a merger. In the case of short-form merger, a parent corporation, owning at least 80% of the voting power of each class and series of the outstanding shares of the subsidiary, may merge with the subsidiary corporation without any approval from the shareholders (or the board of directors, for that matter) of the subsidiary corporation, unless such approval is required by the articles of incorporation of either entity or the organic rules of the parent corporation. Under the 2019 amendments to the Florida Business Corporation Act, shareholder rights are now governed by the same provisions that govern shareholder rights in all other mergers.
In the case of a share exchange plan, in addition to winning an absolute majority of all shares entitled to vote, the plan also requires voting as a class or series when the shares of a series or class are to be converted under the plan, or if the plan contains any provision that if contained in a proposed amendment to articles of incorporation, would entitle the class or series to vote separately.
Another form of corporate restructuring where shareholder approval is required is when there is a sale of all or of substantially all of a corporation’s assets (not in the regular course of business for the corporation).
Shareholders have rights of dissent in association with all three of these corporate restructurings. Any shareholder with the right to vote on a merger or conversion has the right to dissent. In a short-form merger, only those shareholders of the subsidiary disappearing corporation have the right to dissent. Shareholders of a corporation whose shares are being acquired in a share exchange have a right to dissent. In a sale of assets, the shareholders of the selling corporation have a right to dissent against the proposed sale. These rights of dissent give rise to appraisal rights that are discussed in the “Shareholder Right to Appraisal” section of this article.
• Dissolution by Board of Directors and Shareholders — Voluntary dissolution of a Florida corporation also requires shareholder approval or consent. Voluntary dissolution of a Florida corporation that has already issued shares to shareholders and commenced business can be accomplished by either a board resolution approved by an absolute majority of all shares entitled to vote, or such greater majority as required by the articles of incorporation, or by written consent signed by an absolute majority of all shares entitled to vote.
All corporations are required to hold an annual meeting “for the election of directors and for the transaction of any proper business.” The location of the meeting is set by a corporation’s bylaws or in a notice of the annual meeting. If no location is set in either document, the meeting shall be held at the corporation’s principal office. Any rights of shareholders, not physically present at the annual meeting, to participate or be deemed present and vote must be in accordance with F.S. §607.0709. If a corporation fails to hold an annual meeting within any 15-month period, a shareholder entitled to vote in an annual meeting may apply to the circuit court of the county where the corporation’s principal office is located, if in state, to order the corporation to hold a meeting. Upon application, the petitioned court may, after notice to the corporation, order a meeting to be held.
Aside from the required annual meeting, a corporation can hold special meetings of its shareholders. F.S. §607.0702(1)(b) requires a corporation to hold a special meeting of shareholders:
if the holders of not less than 10 percent, unless a greater percentage not to exceed 50 percent is required by the articles of incorporation, of all the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting, sign, date and deliver to the corporation’s secretary one or more written demands for the meeting describing the purpose or purposes for which it is to be held.
Additionally, a special meeting can be called by a corporation’s board of directors or other person authorized to do so in the corporation’s governing documents.
In regard to special meetings, the Florida Business Corporation Act deals with the location of the meeting and the ability of shareholders not present to participate in largely the same way as it does for annual meetings with one notable exception. Under F.S. §607.0702(4), participation of shareholders at a special meeting of shareholders, by remote communication, shall be governed by and subject to the provisions of F.S. §607.0709.
When a corporation fails to notice a special meeting within 60 days after the date a written shareholder demand was delivered to the corporation’s secretary, or when the special meeting demanded by shareholders was not held in accordance with the corporation’s notice, a shareholder who signed the demand for a special meeting valid under F.S. §607.0702 has a right to apply for a court order ordering a meeting to be held. The application should be made to the “circuit court of the county where a corporation’s principal office is located, if located in this state, or where a corporation’s registered office is located if its principal office is not located in this state.” The petitioned court may, but is not required to, after notice to the corporation, order a meeting to be held.
Shareholders who are entitled to vote at a meeting are entitled to notice of such meeting, whether annual or special. The notice must state the date, time, and place of the meeting and must be given no fewer than 10, or more than 60 days before the meeting date. If the notice is for a special meeting, the notice must include the purpose for which the meeting is called.
It is important for a shareholder to keep his or her address current with a corporation. A corporation is not required to give notice of a shareholder’s meeting to a shareholder if annual reports and proxy statements for two consecutive annual meetings, or all, and at least two checks in payment of dividends or interest on securities during a 12-month period, were sent first-class U.S. mail to the shareholder at his or her address as it appears on the share transfer books of the corporation and were returned undeliverable.
A corporation is required to create a shareholders’ list for meetings, which is an “alphabetical list of the names of all its shareholders who are entitled to notice of a shareholders’ meeting, arranged by voting group with the address of, and the number and class and series, if any, of shares held by each.” The corporation must make the shareholders’ list available for inspection by any shareholder for a period of 10 days prior to the meeting or for the time between the record date and the meeting if that time is shorter. The corporation must continue to make the shareholders’ list available through the meeting at the corporation’s principal office, at a place identified in the meeting notice in the city where the meeting will be held, or at the office of the corporation’s transfer agent or registrar. Upon written demand, all shareholders (and their agents and attorneys) have a right to inspect the list during regular business hours and at the shareholder’s expense during this time.
Shareholder Action Without a Meeting
Under certain circumstances, F.S. §607.0704 authorizes shareholders to take actions normally required or permitted to be taken at an annual or special meeting without a meeting, without prior notice, and without a vote, unless otherwise provided by the corporation’s articles of incorporation.
Under Florida law, shareholders may remove directors without convening a shareholders’ meeting. The action must be taken by:
holders of outstanding stock of each voting group entitled to vote thereon having not less than the minimum number of votes with respect to each voting group that would be necessary to authorize or take such action at a meeting at which all voting groups and shares entitled to vote thereon were present and voted.
F.S. §607.0704, further requires the action, in order to be effective, to be:
evidenced by one or more written consents describing the action taken, dated, and signed by approving shareholders having the requisite number of votes of each voting group entitled to vote thereon, and delivered to the corporation by delivery to its principal office in this state, its principal place of business, the corporate secretary, or another officer or agent of the corporation having custody of the book in which proceedings of meetings or shareholders are recorded….
The shareholders have 60 days from the first consent delivered to accumulate and deliver all necessary consents to take the action. Shareholders can also revoke their consent by delivering a written revocation up until the corporation receives the required number of consents needed for the action.
The corporation must provide shareholders who have not consented in writing to the action or who are not entitled to vote on the action notice within 10 days after obtaining authorization by written consent. Such notice must:
fairly summarize the material features of the authorized action and, if the action be such for which dissenters’ rights are provided under this act, the notice shall contain a clear statement of the right of shareholders dissenting therefrom to be paid the fair value of their shares upon compliance with further provisions of this act regarding the rights of dissenting shareholders.
Shareholders’ Right to Bring Legal Action
The Florida Business Corporation Act discusses two types of legal actions that shareholders can bring in relation to a corporation: derivative actions and actions to enjoin ultra vires acts.
• Derivative Actions — The Florida Business Corporation Act provides shareholders with a right to bring derivative actions against third parties on behalf of the corporation. Although any award made in such a lawsuit belongs to the corporation and not to the shareholder initiating the action, such lawsuits can be useful to minority shareholders concerned with management of a corporation when, for example, the shareholder recognizes that a director or officer has breached a fiduciary duty owed to the corporation or otherwise acts improperly. In such a situation, a shareholder may, without the need for action or participation from any other shareholder, bring a derivative action against said director or officer. Furthermore, a derivative lawsuit can also be brought against a majority shareholder for breach of fiduciary duty.
In order to bring a derivative action, a person must have standing, which means that the person had to have been “a shareholder of the corporation when the transaction complained of occurred or…the person became a shareholder through transfer by operation of law from one who was a shareholder at that time.” To set up a derivative action, a shareholder would first need to make a formal demand for action by the board of directors to address the issue raised by the shareholder.
A shareholder can bring an action, under F.S. §607.0742, within three different scenarios:
(a) If such a demand was made, that the demand was refused, rejected, or ignored by the board of directors prior to the expiration of 90 days from the date the demand was made.
(b) If such a demand was made, why irreparable injury to the corporation or misapplication or waste of corporate assets causing material injury to the corporation would result by waiting for the expiration of a 90-day period from the date the demand was made; or
(c) The reason or reasons the shareholder did not make the effort to obtain the desired action from the board of directors or comparable authority.
If the corporation begins an investigation into the allegations made in the demand or complaint, the court may stay any derivative proceeding for such period as the court deems appropriate. The court may dismiss the action altogether if the court finds, upon motion by the corporation, that one of the below listed groups has “determined in good faith after conducting a reasonable investigation upon which its conclusions are based that the maintenance of the derivative suit is not in the best interests of the corporation:”
The list of groups that are referenced in the statute are:
(a) A majority vote of independent directors present at a meeting of the board of directors, if the independent directors constitute a quorum;
(b) A majority vote of a committee consisting of two or more independent directors appointed by a majority vote of independent directors present at a meeting of the board of directors, whether or such independent directors constitute a quorum; or
(c) A panel of one or more independent persons appointed by the court upon motion by the corporation.
Court approval is required for settlement or discontinuation of the derivative action. Should the court determine that such a settlement or discontinuation would substantially affect a group of shareholders, the court shall direct that notice be given to those affected shareholders.
A shareholder who prevails or receives any relief, whether by judgment or otherwise, may be awarded reasonable expenses, including reasonable attorneys’ fees, for maintaining the derivative action.
• Shareholder Actions to Enjoin Ultra Vires Acts — Under F.S. §607.0304, a shareholder may bring a proceeding against a corporation to enjoin an ultra vires or unauthorized act, thereby challenging a corporation’s power to act in a particular instance. In such a proceeding, “the court may enjoin or set aside the act, if equitable and if all affected persons are parties to the proceeding.” It should be noted that the court also has the power to “award damages for loss (other than anticipated profits) suffered by the corporation or another party because of enjoining the unauthorized act.”
Shareholder Right to Appraisal
If the corporation concludes that the shareholders are entitled to assert appraisal rights, then certain rights must be articulated. For example, when a proposed corporate action giving rise to rights of dissent and appraisal, as identified in the above sections of this article, is to be submitted to a vote at a shareholders’ meeting, the meeting notice must state that the corporation has concluded that the shareholders are, are not, or may be, entitled to assert appraisal rights with the relevant statutes giving rise to such rights attached to the notice.
In order to exercise his or her dissenters’ rights, a shareholder must, before shares are purchased pursuant to the offer, deliver a written notice of his or her intent to exercise his or her appraisal rights to the corporation. Shareholders must not tender or cause, or permit to be tendered, any shares of such class or series in response to such offer. If the action is in fact approved, the corporation must notify, within 10 days after the vote, all shareholders who filed an intent to exercise their appraisal rights of when and where to relinquish their share(s) and any other terms of the repurchase. The notice must also provide a copy of F.S. §§607.1301 and 607.1340. Finally, a shareholder who receives notice and who wishes to exercise appraisal rights must sign and return the form received pursuant to §607.1322(1).
Shareholder Right to Inspect Corporate Records
During regular business hours at the corporation’s principal office, a shareholder of a corporation has the right to inspect and copy the corporation’s: 1) articles or restated articles of incorporation and all amendments to them currently in effect; 2) bylaws or restated bylaws and all amendments to them currently in effect; 3) resolutions adopted by its board of directors creating one or more classes or series of shares and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding; 4) minutes of all shareholders’ meetings and records of all action taken by shareholders without a meeting for the past three years; and 5) written communications to all shareholders generally or all shareholders of a class or series within the past three years, including the financial statements furnished for the past three years under F.S. §607.1620; 6) a list of the names and business street addresses of its current directors and officers; and 7) most recent annual report delivered to the Department of State under F.S. §607.1622.
A shareholder must give the corporation five days written notice of his or her demand for inspection.
Additionally, any shareholder may inspect and copy the following records of the corporation if he or she gives the corporation written notice of the shareholder’s demand, at least five business days before the date on which he or she wishes to inspect and copy and 1) the shareholder’s demand is made in good faith and for a proper purpose; 2) the shareholder’s demand describes with reasonable particularity his or her purpose and the records he or she desires to inspect; and 3) the records are directly connected with his or her purpose:
(a) excerpts from minutes of any meeting, or records of any actions taken without a meeting by, the corporation’s board of directors and board committees maintained in accordance with s. 607.1601(1);
(b) The financial statements of the corporation maintained in accordance with s. 607.1601(2)
(c) accounting records of the corporation;
(d) the record of shareholders; and
(e) any other books and records.
Shareholder Right to Financial Statements
Florida corporations are required to prepare and send by mail or email to all shareholders, within 120 days after the close of each fiscal year, a balance sheet or income statement and a statement of cash flow showing the financial condition of the corporation and the results of its operations. If a shareholder was not furnished the financial statements, he or she may request them, and the corporation must then furnish a copy of the most recent financial statements to the requesting shareholder. If the corporation does not respond to the shareholder’s request, then the requesting shareholder may apply to the circuit court in the applicable county for an order requiring delivery of or access to the requested annual financial statement.
Even in a case where no shareholder agreement exists, The Florida Business Corporation Act provides shareholders, both minority and majority, with many statutory rights. In particular, the Florida Business Corporation Act provides many rights that benefit minority shareholders, such as a right to inspect records and obtain information, an appraisal right and the right to bring a derivative action. Additionally, the Florida Business Corporation Act governs aspects of voting, among other rights that benefit all shareholders, where no shareholder agreement or other governing documents are at play. The Florida Business Corporation Act provides shareholders with a number of default rights, which minority shareholders and their attorneys should look to when confronted with an issue.
 The Florida Business Corporation Act does not provide shareholders with a statutory right to manage a corporation in its day-to-day affairs, nor does it provide a statutory right to demand a distribution or a dividend.
 Fla. Stat. §607.0721(1) (2021).
 Fla. Stat. §607.0722(1) (2021).
 Fla. Stat. §607.0722(2)(a) (2021).
 Fla. Stat. §607.0722(3) (2021).
 Fla. Stat. §607.0722(5) (2021); see Islander Beach Club Condo. Ass’n of Volusia County, Inc. v. Johnston, 623 So. 2d 628, 629 (Fla. 5th DCA 1993).
 Fla. Stat. §607.0728(2) (2021).
 Fla. Stat. §607.0728(1) (2021).
 Fla. Stat. §607.0730(1) (2021); see Morley v. Slider, 549 So. 2d 242, 243 (Fla. 4th DCA 1989); Oil Conservationists, Inc. v. Gilbert, 471 So. 2d 650, 653 (Fla. 4th DCA 1985).
 See Reserve Life Ins. Co. v. Provident Life Ins. Co., 499 F.2d 715, 720 (8th Cir. 1974).
 Fla. Stat. §607.0730(1) (2021).
 Id.; see Reserve Life Ins. Co. v. Provident Life Ins. Co., 499 F.2d 715, 720 (8th Cir. 1974).
 Fla. Stat. §607.0730 (2021).
 Fla. Stat. §607.0808 (2021); Levine v. Levine, 734 So. 2d 1191, 1194 (Fla. 2d DCA 1999); Special Situations Cayman Fund, L.P. v. Dot Com Entm’t Group, Inc., 00-CV-0811E(F), 2004 WL 1083136, at *2 (W.D.N.Y. Apr. 15, 2004) (distinguishing removal of directors by shareholder action under Fla. Stat. §607.0808 (2021) from resignation of directors under shareholder pressure).
 Fla. Stat. §607.0808(4) (2021).
 Fla. Stat. §607.0808(3) (2021).
 See Fla. Stat. §607.0902 (2021).
 Fla. Stat. §607.0902(2)(a) (2021).
 Fla. Stat. §607.0902(1) (2021).
 Fla. Stat. §§607.0902(5), 607.0902(9) (2021).
 Fla. Stat. §607.0902(9) (2021).
 See Fla. Stat. §607.1002 (2021).
 Fla. Stat. §607.1003(2) (2021).
 All of the corporation’s shareholders must be notified of the shareholders’ meeting to consider the amendment. Fla. Stat. §607.1003(4) (2021). The required notice must state that one of the purposes of the meeting is to consider the amendment and must have attached a copy of the proposed amendment. Id.
 Fla. Stat. §607.1003(5) (2021).
 See Foreclosure FreeSearch, Inc. v. Sullivan, 12 So. 3d 771, 778 (Fla. 4th DCA 2009) (“The majority shareholder has a right to engage the appraisal process to eliminate the rights of dissenting shareholders and put an end to corporate strife. The process must produce a fair result for the minority shareholders.”).
 Fla. Stat. §607.1020(2) (2021).
 Fla. Stat. §607.1022(1)(a), et seq. (2021).
 Fla. Stat. §607.1021(1) (2021).
 Fla. Stat. §607.1020(1)(a) (2021).
 Fla. Stat. §607.1101, et seq. (2021).
 Fla. Stat. §607.1103(8) (2021).
 Fla. Stat. §607.1103(6)(a) (2021).
 Fla. Stat. §607.1104(1)(b) (2021).
 Fla. Stat. §607.1104(3) (2021).
 Fla. Stat. §607.1103(6)(b) (2021).
 Fla. Stat. §§607.1201, 607.1202 (2021); see Boettcher v. IMC Mortg. Co., 871 So. 2d 1047, 1049 (Fla. 2d DCA 2004) (“majority of shareholders were required to approve the sale”).
 See Boettcher, 871 So. 2d at 1049; Jones v. Highway Inn, Inc., 424 So. 2d 944, 946 (Fla. 1st DCA 1983).
 Fla. Stat. §607.1302(1)(a) (2021); see Boettcher, 871 So. 2d at 1049; Jones, 424 So. 2d at 946.
 Fla. Stat. §607.1302(1)(a) (2021).
 Fla. Stat. §607.1302(1)(b) (2021).
 See Fla. Stat. §607.1302(1)(d) (2021).
 See Fla. Stat. §607.1302 (2021).
 Fla. Stat. §§607.1402(6), 607.0704 (2021).
 Fla. Stat. §607.0701(1) (2021); see Mut. Loan & Bldg. Ass’n v. Miles, 16 Fla. 204, 215 (1877).
 Fla. Stat. §607.0701(2) (2021).
 Fla. Stat. §607.0701(4).
 Fla. Stat. §607.0703(1)(a) (2021).
 Fla. Stat. §607.0702 (2021); see Schwadel v. Uchitel, 455 So. 2d 401, 403 (Fla. 3d DCA 1984).
 Fla. Stat. §607.0702 (2021); see Schwadel,455 So. 2d at 403.
 See Banco Indus. De Venezuela C.A., Miami Agency v. De Saad, 68 So. 3d 895, 898 (Fla. 2011).
 Fla. Stat. §607.0703 (2021).
 See Schwadel, 455 So. 2d at 403 (stating “written notice shall be given to each shareholder of record, whether or not entitled to vote”).
 Fla. Stat. §607.0705 (2021).
 Fla. Stat. §607.705 (2021); see Schwadel, 455 So. 2d at 403.
 Fla. Stat. §607.0705 (2021).
 Fla. Stat. §607.0720 (2021); see Nu Med Home Health Care, Inc. v. Hosp. Staffing Services, Inc., 664 So. 2d 353 (Fla. 4th DCA 1995).
 Fla. Stat. §607.0720 (2021).
 Omes v. Ultra Enterprises, Inc., 225 So. 3d 956, 959 (Fla. 3d DCA 2017); Special Situations Cayman Fund, L.P. v. Dot Com Entm’t Group, Inc., 00-CV-0811E(F), 2004 WL 1083136, at *2 (W.D.N.Y. Apr. 15, 2004).
 Levine v. Levine, 734 So. 2d 1191, 1194 (Fla. 2d DCA 1999); see Nu Med Home Health Care, Inc. v. Hosp. Staffing Services, Inc., 664 So. 2d 353, 355 (Fla. 4th DCA 1995).
 Fla. Stat. §607.0704 (2021).
 Fla. Stat. §607.0704 (2021).
 See Fla. Stat. §607.0742 (2021).
 Tillis v. United Parts, Inc., 395 So. 2d 618 (Fla. 5th DCA 1981) (holding that a minority shareholder plaintiff sufficiently pled a derivative action against corporate officers/majority shareholders for both a breach of fiduciary duty as directors and officers of the corporation and a breach of fiduciary duty as majority shareholders where the corporate officers used their ability to control the corporation to their advantage against the minority shareholders).
 Fla. Stat. §607.0741 (2021).
 See Fla. Stat. §607.0742 (2021).
 Fla. Stat. §607.0743 (2021).
 Fla. Stat. §607.0744 (2021).
 Fla. Stat. §607.0745(1) (2021).
 Sticky Holsters, Inc. v. Wagner, 277 So. 3d 1067 (Fla. 2d DCA 2019), reh’g denied (Aug. 15, 2019), rev. den., SC19-1623, 2019 WL 6327418 (Fla. Nov. 26, 2019).
 See id.
 Appraisal rights are not available to shareholders of any class or series of shares that 1) is traded on a national securities exchange; or 2) has at least 2,000 shareholders and the outstanding shares of the class or series have a market value of at least $10 million (excluding the value of shares held by subsidiaries, senior executives, directors, and beneficial shareholders owning more than 10% of such shares. Fla. Stat. §607.1302 (2021).
 See Fla. Stat. §607.1320 (2021).
 Fla. Stat. §607.1321 (2021).
 Fla. Stat. §607.1322 (2021).
 See Fla. Stat. §607.1323 (2021).
 Fla. Stat. §§607.1602, 607.1605 (2021).
 Fla. Stat. §607.1602 (2021).
 Fla. Stat. §607.1620(2) (2021).
 Fla. Stat. §607.1620 (2021).
 Fla. Stat. §607.1620(6)(a) (2021).
Eric N. Assouline is a business and bankruptcy litigation partner in the Miami office of Assouline & Berlowe, P.A. He has practiced in Florida for 25 years and handles a wide variety of complex commercial litigation matters involving domestic and international disputes in the areas of intellectual property, real estate, corporate, and bankruptcy.
Andrea Bos is a business litigation associate in the Miami office of Assouline & Berlowe, P.A. She has practiced in Florida and Texas for 10 years and handles a wide variety of complex commercial litigation matters involving domestic and international disputes with an emphasis on Latin America matters.
Davy Karkason is a multilingual attorney from Switzerland who focuses on commercial litigation and cross-border disputes. He represents businesses and individuals in public and private international law. He is certified by the International Chamber of Commerce and has a concentration in international litigation. Mr. Karkason is currently an associate of Cueto Law Group in Miami.
(The Work has been republished with the Permission of the Florida Bar)