Watson Sloane Attorneys help author Florida Bar Publication
Florida Corporate Practice
Published by: The Florida Bar Continuing Legal Education
The recently released Ninth Edition of Florida Corporate Practice is an important resource covering recent changes to and interpretation of the Florida Business Corporation Act and discusses not for profit corporations.
Watson Sloane partners, Jeremy Sloane and Brian Watson, authored 4 of the 17 chapters of the Ninth Edition of Florida Corporate Practice, the corporate practice manual published by The Florida Bar. Included in the chapters authored were discussion and application of Florida law to the formation of corporations, shareholders’ rights, shareholders’ agreements and corporate record-keeping and reporting requirements. Watson Sloane attorney, Nikki Williams, and administrative assistant, Cindy Kleinkopf, provided invaluable contributions and support to the development and drafting of these chapters.
Other highlights of the Ninth Edition include:
- Discussion and Application of the 2019 Florida Legislature’s substantial amendment to the Florida Business Corporation Act, F.S. Chapter 607 (codified at Ch. 2019-90, Laws of Fla. (2019)), effective January 1, 2020, including:
- Expansion of the authority of the board of directors to amend and propose amendments to the articles of incorporation, prohibition of the board of directors to adopt proposed amendments to the articles and make a recommendation to the shareholders to approve amendments to the articles that require shareholder approval, optional provision permitting preemptive rights to be included in the articles of incorporation (i.e., no longer required), and expansion of the provisions that the bylaws may contain.
- Significant expansion of statute governing registered office and registered agent, newly established duties of registered agents, delivery of notice via electronic transmission by registered agents, and effect of resignation of a registered agent.
- Updated provisions permitting the board of directors to fix the record date for determining shareholders entitled to a share dividend, and the creation of rights required for adoption of a shareholders’ rights plan (a/k/a/ a “poison pill”).
- Extension of the rights of a shareholder to obtain records, establishment of a mechanism or breaking a deadlock among directors and shareholders, and the creation of the ability to establish bifurcated record dates to provide corporations with greater flexibility to align shareholder ownership and voting by setting a record date for voting closer to the meeting date.
- Substantial amendments to provisions governing derivative proceedings, a director’s standard of care, conflict of interest transactions, and indemnification.
- New oversight feature to the board of director’s corporate governance responsibility, in addition to its exercise of all corporate powers and management of the business affairs of the corporation.
- Newly revised discussion of known claims against a dissolved corporation and the procedure for any claims other than known claims (i.e., unknown claims).
- Substantial amendment of administrative dissolution, primarily adding new grounds for administrative dissolution.
- Creation of a new ground for a shareholder to initiate judicial dissolution proceedings when a corporation has abandoned its business and has failed, within a reasonable period of time, to liquidate and distribute its assets and dissolve, and newly amended provision providing courts with more latitude in fashioning appropriate alternative remedies to judicial dissolution.
- New filing requirement of an annual report before a corporation can make filings regarding mergers, share exchanges, and conversions.
- Substantial amendments to the law governing domestication and domestication procedures, and to the law governing conversions and conversion procedures.
- New requirement that a corporation maintain certain records in a manner available for inspection within a reasonable time; new provisions addressing a corporation’s maintenance of its annual financial statements, accounting records, and a record of its current shareholders and the number and class or series of shares held by each shareholder; new requirement for corporation to deliver or make available the corporation’s annual financial statements for the most recent fiscal year; and newly established procedure to follow when a corporation does not deliver or make available the corporation’s annual financial statements.