Florida Senate - 2019                        COMMITTEE AMENDMENT
       Bill No. CS for SB 892
       
       
       
       
       
       
                                Ì855672=Î855672                         
       
                              LEGISLATIVE ACTION                        
                    Senate             .             House              
                  Comm: RCS            .                                
                  03/27/2019           .                                
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       The Committee on Judiciary (Passidomo) recommended the
       following:
       
    1         Senate Amendment (with directory amendment)
    2  
    3         Between lines 5745 and 5746
    4  insert:
    5         (4) The voting requirements set forth in subsection (2) do
    6  not apply to a particular affiliated transaction if all of the
    7  conditions specified in any one of the following paragraphs are
    8  met:
    9         (a) The affiliated transaction has been approved by a
   10  majority of the disinterested directors;
   11         (b) The corporation has not had more than 300 shareholders
   12  of record at any time during the 3 years preceding the
   13  announcement date;
   14         (c) The interested shareholder has been the beneficial
   15  owner of at least 80 percent of the corporation’s outstanding
   16  voting shares for at least 3 5 years preceding the announcement
   17  date;
   18         (d) The interested shareholder is the beneficial owner of
   19  at least 90 percent of the outstanding voting shares of the
   20  corporation, exclusive of shares acquired directly from the
   21  corporation in a transaction not approved by a majority of the
   22  disinterested directors;
   23         (e) The corporation is an investment company registered
   24  under the Investment Company Act of 1940; or
   25         (f) In the affiliated transaction, consideration shall be
   26  paid to the holders of each class or series of voting shares and
   27  all of the following conditions shall be met:
   28         1. The aggregate amount of the cash and the fair market
   29  value as of the valuation date of consideration other than cash
   30  to be received per share by holders of each class or series of
   31  voting shares in such affiliated transaction are at least equal
   32  to the highest of the following:
   33         a. If applicable, the highest per share price, including
   34  any brokerage commissions, transfer taxes, and soliciting
   35  dealers’ fees, paid by the interested shareholder for any shares
   36  of such class or series acquired by it within the 2-year period
   37  immediately preceding the announcement date or in the
   38  transaction in which it became an interested shareholder,
   39  whichever is higher;
   40         b. The fair market value per share of such class or series
   41  on the announcement date or on the determination date, whichever
   42  is higher;
   43         c. If applicable, the price per share equal to the fair
   44  market value per share of such class or series determined
   45  pursuant to sub-subparagraph b., multiplied by the ratio of the
   46  highest per share price, including any brokerage commissions,
   47  transfer taxes, and soliciting dealers’ fees, paid by the
   48  interested shareholder for any shares of such class or series
   49  acquired by it within the 2-year period immediately preceding
   50  the announcement date, to the fair market value per share of
   51  such class or series on the first day in such 2-year period on
   52  which the interested shareholder acquired any shares of such
   53  class or series; and
   54         d. If applicable, the highest preferential amount, if any,
   55  per share to which the holders of such class or series are
   56  entitled in the event of any voluntary or involuntary
   57  dissolution of the corporation;.
   58         2. The consideration to be received by holders of
   59  outstanding shares shall be in cash or in the same form as the
   60  interested shareholder has previously paid for shares of the
   61  same class or series, and if the interested shareholder has paid
   62  for shares with varying forms of consideration, the form of the
   63  consideration shall be either cash or the form used to acquire
   64  the largest number of shares of such class or series previously
   65  acquired by the interested shareholder;.
   66         3. During such portion of the 3-year period preceding the
   67  announcement date that such interested shareholder has been an
   68  interested shareholder, except as approved by a majority of the
   69  disinterested directors:
   70         a. There shall have been no failure to declare and pay at
   71  the regular date therefor any full periodic dividends, whether
   72  or not cumulative, on any outstanding shares of the corporation;
   73         b. There shall have been:
   74         (I) No reduction in the annual rate of dividends paid on
   75  any class or series of voting shares, except as necessary to
   76  reflect any subdivision of the class or series; and
   77         (II) An increase in such annual rate of dividends as
   78  necessary to reflect any reclassification, including any reverse
   79  stock split, recapitalization, reorganization, or similar
   80  transaction which has the effect of reducing the number of
   81  outstanding shares of the class or series; and
   82         c. Such interested shareholder shall not have become the
   83  beneficial owner of any additional voting shares except as part
   84  of the transaction which results in such interested shareholder
   85  becoming an interested shareholder;.
   86         4. During such portion of the 3-year period preceding the
   87  announcement date that such interested shareholder has been an
   88  interested shareholder, except as approved by a majority of the
   89  disinterested directors, such interested shareholder shall not
   90  have received the benefit, directly or indirectly (except
   91  proportionately as a shareholder), of any loans, advances,
   92  guaranties, pledges, or other financial assistance or any tax
   93  credits or other tax advantages provided by the corporation,
   94  whether in anticipation of or in connection with such affiliated
   95  transaction or otherwise; and.
   96         5. Except as otherwise approved by a majority of the
   97  disinterested directors, a proxy or information statement
   98  describing the affiliated transaction and complying with the
   99  requirements of the Exchange Act and the rules and regulations
  100  thereunder has been mailed to holders of voting shares of the
  101  corporation at least 25 days before the consummation of such
  102  affiliated transaction, whether or not such proxy or information
  103  statement is required to be mailed pursuant to the Exchange Act
  104  or such rules or regulations.
  105  
  106  ====== D I R E C T O R Y  C L A U S E  A M E N D M E N T ======
  107  And the directory clause is amended as follows:
  108         Delete line 5532
  109  and insert:
  110  subsection (1) and subsections (2), (4), (5), and (6) of section