2017 - 2018 LEGISLATURE
November 1, 2017 - Offered by Senator Testin.
SB298-SA2,1,11 At the locations indicated, amend the bill as follows:
SB298-SA2,1,2 21. Page 2, line 1: before that line insert:
SB298-SA2,1,3 3 Section 1g. 180.1302 (3m) of the statutes is created to read:
SB298-SA2,1,134 180.1302 (3m) Notwithstanding any other provision of this section, if the
5issuer corporation has become a benefit corporation under s. 204.104 (1) or (2), a
6shareholder of the benefit corporation may dissent from the amendment of the
7articles or the fundamental transaction to become a benefit corporation and obtain
8payment of the fair value of his or her shares, as provided in s. 204.104 (3). “Fair
9value” as used in this subsection means the value of the shares immediately before
10the effectuation of the corporate action to which the dissenter objects, excluding any
11appreciation or depreciation in anticipation of the corporate action unless exclusion
12would be inequitable and not reduced by lack of marketability or minority
12. Page 5, line 5: after that line insert:
SB298-SA2,2,9 2(3) Shareholder vote. Notwithstanding any provision to the contrary in the
3corporation's articles of incorporation, bylaws, or shareholder agreements, the
4amendment of a corporation's articles or its entry into a fundamental transaction
5under this chapter requires approval by the affirmative vote of the holders of at least
6two-thirds of the shares entitled to vote on the matter. If the amendment or
7fundamental transaction is approved, a shareholder who did not vote in favor of the
8amendment or fundamental transaction is entitled to assert dissenters' rights under
9ss. 180.1301 to 180.1331.".