2021 Florida Statutes (Including 2021B Session)
517.181 Escrow agreement.—
(1) If the statement containing information as to securities to be registered, as provided for in s. 517.081, shall disclose that any such securities or any securities senior thereto shall have been or shall be intended to be issued for any patent right, copyright, trademark, process, formula, or goodwill; for organization or promotion fees or expenses; or for goodwill or going-concern value or other intangible assets, then the amount and nature thereof shall be fully set forth, and the office may require that such securities so issued in payment of such patent right, copyright, trademark, process, formula, or goodwill; for organization or promotion fees or expenses; or for other intangible assets shall be delivered in escrow to the office or other depository satisfactory to the office under an escrow agreement. The escrow agreement shall be in a form suitable to the office and shall provide for the escrow or impoundment of such securities for a reasonable length of time determined by the office to be in the best interest of other shareholders. The securities subject to escrow shall also include any dividend, cash, or stock that may be paid during the life of the escrow and any stock issued through, or by reason of, any stock split, exchange of shares, recapitalization, merger, consolidation, reorganization, or similar combination or subdivision in substitution for or in lieu of any stock subject to this provision; and in case of dissolution or insolvency during the time such securities are held in escrow, the owners of such securities shall not participate in the assets until after the owners of all other securities shall have been paid in full.
(2) Any securities held in escrow under this section on November 1, 1978, may be released to the owners thereof upon request, if satisfactory financial data is submitted to the office showing that the issuer is currently operating on sound business principles and has net income in accordance with criteria-implementing rules of the commission relating to escrow of securities. At any time, the office may review any existing escrow agreement made under this section and determine that the same may be amended in order to permit a subsequent release of the securities upon terms and conditions which are just and equitable as defined by said rules.
(3) When it shall appear from information available to the office that the issuer of securities held in escrow has been dissolved or disbanded or is defunct or no longer actively engaged in business and such securities are of no value, the office, after giving at least 60 days’ notice in at least one newspaper of general circulation and after giving interested parties opportunity for hearing, may enter its order authorizing the destruction of said securities. Any affected escrow agent may rely on such order and shall not be required to determine the validity or sufficiency thereof.
History.—s. 5, ch. 78-435; s. 5, ch. 80-254; ss. 2, 3, ch. 81-318; ss. 14, 15, ch. 90-362; s. 4, ch. 91-429; s. 602, ch. 2003-261.