Florida/Georgia Personal Injury & Workers Compensation

...an entirely different entity, the acquiring business. The asset sale to that entity may include some or all of the corporate assets, and the transferred assets may include tangibles such as machinery and intangibles such as accounts receivable. See § 607.1202(1), Fla....

...[4] These include sections 607.0902(7) and (8), Florida Statutes (1997), regarding shareholder determination of proposed voting rights attendant to control-share acquisitions; section 607.1103(4), relating to proposed mergers or share exchanges; and section 607.1202(4), regarding sales or exchanges of all or substantially all of corporate assets outside the regular course of business....

...Southern Farm’s counsel told Brashear that the Valuation reflected a “fair price.” PSC made a counteroffer of $4.4 million, and the companies agreed to the sale at that price. Because Florida law requires a corporation to obtain shareholder approval in order to sell a principal asset, Fla Stat. § 607.1202, Brashear prepared and mailed to PSC shareholders a meeting notice and proxy statement detailing the proposed debenture sale....

...ourt for further proceedings. Facts and Procedural History *1049 IMC is a publicly held corporation. [1] On November 15, 1999, IMC sold a substantial amount of its assets to Citifinancial Mortgage Company, a subsidiary of Citigroup, Inc. Pursuant to section 607.1202, a majority of the shareholders of IMC were required to approve the sale....

...ts property otherwise than in the usual course of business, only by following certain statutory requirements. The requirement of primary significance in this case is the approval by a majority of the stockholders of the corporate transferor. [5] See § 607.1202, Fla....

...the plaintiff. See Moore v. Morris, 475 So.2d 666, 668 (Fla.1985). [3] In addition to becoming a stockholder in the "new" corporation in lieu of Lee Blackwell, Carrie Blackwell also was named one of the three directors as well as the President. [4] § 607.1202(1), Fla....

...A corporation may transfer all or substantially all of its assets outside of the ordinary course of business on the terms and conditions and for the consideration deemed appropriate by the corporation's board of directors, if the board of directors proposes and the shareholders approve of the transaction. See FLA.STAT. § 607.1202(1)....

...$9.5 million. Id. at 45, 49. Separate documentation showed that the purchase price of the PWC warehouse was $4.75 million. See Smulian Depo., Ex. 4 at 1 [D.E. 114]. [3] On March 22, 1995, Mr. Padron also certified that, in compliance with Fla. Stat. § 607.1202, PWC held a meeting on March 27, 1995 — supposedly five days after Mr....

...According to PWC, if the purchase and sale agreement was signed on March 22nd and the shareholders' meeting took place on March 27th, the minority shareholders could not have possibly have been given the required 10-day statutory notice under *1266 Fla. Stat. § 607.1202....

...Andrew Smulian, the attorney who represented Realty in the transaction, cannot recall whether he knew there were minority shareholders at the time of the sale, and does not recall requesting shareholder approval, beyond the certificate of compliance with § 607.1202....

...For example, as explained earlier, see footnote 3, there is no evidence that Realty had a 1994 appraisal valuing the warehouse around $6 million, and hence no evidence that Realty was buying the property well below market value. Third, although PWC is right that the timing of Mr. Padron's certificate under Fla. Stat. § 607.1202 should have indicated to Realty that the minority shareholders did not have the requisite 10-day statutory notice to object, that does not suggest (or *1274 create a triable issue) that Realty was guilty of fraud so as to negate § 692.01. This is because § 607.1202 does not provide for after-the-fact relief against a third-party purchaser....

...$9.5 million. Id. at 45, 49. Separate documentation showed that the purchase price of the PWC warehouse was $4.75 million. See Smulian Depo., Ex. 4 at 1 [D.E. 114]. 3 On March 22, 1995, Mr. Padrón also certified that, in compliance with Fla. Stat. § 607.1202 , PWC held a meeting on March 27, 1995 — supposedly five days after Mr....

...According to PWC, if the purchase and sale agreement was signed on March 22nd and the shareholders’ meeting took place on March 27th, the minority shareholders could not have possibly have been given the required 10-day statutory notice under *1266 Fla. Stat. § 607.1202 ....

...Andrew Smulian, the attorney who represented Realty in the transaction, cannot recall whether he knew there were minority shareholders at the time of the sale, and does not recall requesting shareholder approval, beyond the certifícate of compliance with § 607.1202....

...For example, as explained earlier, see footnote 3, there is no evidence that Realty had a 1994 appraisal valuing the warehouse around $6 million, and hence no evidence that Realty was buying the property well below market value. Third, although PWC is right that the timing of Mr. Padron’s certificate under Fla. Stat. § 607.1202 should have indicated to Realty that the minority shareholders did not have the requisite 10-day statutory notice to object, that does not suggest (or *1274 create a triable issue) that Realty was guilty of fraud so as to negate § 692.01. This is because § 607.1202 does not provide for after-the-fact relief against a third-party purchaser....

...t Five is an action for breach of fiduciary duty against Seldin; Count Six is an action for aiding and abetting breach of fiduciary duty against Seldin, the Jacksonville Jaguars, Ltd. defendants, and Weaver; Count Seven is an action for violation of section 607.1202, Florida Statutes, against Petway and Jacksonville Jaguars, Ltd....