Shareholders
Must Understand Their Rights to Inspect the Companies They Invest In
The purpose of
this Article is to clarify and delineate the seemingly insurmountable
tangle of sharereholder’s inspection rights, and to examine Florida
Courts’ interpretations of these rights. Although Florida publicly-traded
reporting companies are equally bound by the provisions of the Florida
Corporations Act, generally these corporations satisfy Florida’s
inspection and information rights through the filing of proxy statements,
information statements, annual form 10-Ks, quarterly form 10-Qs and
periodic form 8-Ks. The extent and nature of the reporting requirements
contained in the Securities Act of 1933, Securities Exchange Act of
1934 and rules and regulations promulgated thereunder is beyond the
scope of this Article. Accordingly, this Article is directed towards
privately held corporations and non-reporting public companies.
Shareholders’
rights to inspection and rights to information are set forth in at least
six (6) separate provisions of the Florida Corporations Act. Certain
requests for inspection require an assertion of good faith and proper
purpose, while other information, a Shareholder is entitled to without
objection. Some requests for information only require five (5) days
notice while others require thirty (30) days. Moreover, different provisions
provide for the inspection of the same records at different times. That
is, the assertion of Shareholders’ inspection rights, like the
maintenance of the corporate formation itself, requires technical and
procedural accuracy.
For organizational
purposes this article is divided between unqualified inspection rights,
which rights do not require the assertion of good faith or a proper
purpose and which requests do not allow for objection, and contingent
inspection rights. Finally, the article will discuss the scope of inspection
rights in general and this writer’s opinion as to the future direction
of the law.
Unqualified
Inspection Rights
Though most rights
to inspection are qualified or at least subject to objection by the
corporation, there are some rights to inspection for which a shareholder
is simply entitled, by virtue of being a shareholder. The most obvious
substantive inspection provision of the Florida Corporations Act governing
Shareholder inspection rights is Florida Statutes s. 607.1602, entitled
“Inspection of Records.” Section 607.1602(1) provides that
“[A] shareholder of a corporation is entitled to inspect and copy,
during regular business hours at the corporation’s principal office,
any of the records of the corporation described in s. 607.1601(5) if
the shareholder gives the corporation written notice of his or her demand
at least 5 business days before the date on which he or she wishes to
inspect and copy.”1 No reason necessary. No objection allowed.
Subsection (4) increases the written demand notice period to fifteen
(15) days in the event the shareholder resides outside of Florida or
the corporation is a foreign corporation authorized to transact business
in Florida.2
The records described
in s. 607.1601(5), which records all corporations are required to maintain,
include:
(a) Articles
or restated articles of incorporation and all amendments to them currently
in effect;
(b) Bylaws or
restated bylaws and all amendments to them currently in effect;
(c) Resolutions
adopted by the board of directors creating one or more classes or
series of shares and fixing their relative rights, preferences and
limitations, if shares issued pursuant to those resolutions are outstanding;
(d) The minutes
of all shareholders’ meetings and records of all action taken
by shareholders without a meeting for the past 3 years;
(e) A list of
the names and business street addresses of its current directors and
officers; and
(g) Its most
recent annual report delivered to the Department of State3.
If a shareholder
requests inspection pursuant to s. 607.1602(1) or (4) and that inspection
is denied, upon application by the shareholder, the circuit court in
the county where the corporation’s principal office (or, if non
in this state, its registered office) is located may summarily order
inspection, at the corporation’s expense, to the requesting shareholder.4
The second unqualified
right to information is found in s. 607.1620, which provides that a
shareholder is entitled to receive annual financial statements, within
one hundred and twenty (120) days of the end of each fiscal year, unless
reasonably delayed for reasons outside the corporation’s control.5
Financial statements generally include a balance sheet, income statement,
and statement of cash flows.6 In the event a public accountant prepares
the statements, the accountant’s report must accompany them.7 However,
in the event that there is no public accountant, the financial statements
must be accompanied by a statement from either the President of the
corporation or the person responsible for accounting records:
(a) Stating his
or her reasonable belief whether the statements were prepared on the
basis of generally accepted accounting principles and, if not, describing
the basis of preparation; and
(b) Describing
any respects in which the statements were not prepared on a basis
of accounting consistent with the statements prepared for the preceding
year.8
A shareholder may
also request copies of the latest financial statements at any time by
making such a request in writing.9 If a shareholder is not provided
with financial statements within thirty (30) days of delivery of such
request, the circuit court in the county where the corporation’s
principal office is located, upon request by the shareholder, may summarily
order the corporation to furnish the financial statements.10 Moreover,
“if the court orders the corporation to furnish the shareholder
with the financial statements demanded, it shall also order the corporation
to pay the shareholder’s costs, including reasonable attorney’s
fees, reasonably incurred to obtain the order.”11 (emphasis added).
The third unqualified
right to inspection is the right of any shareholder or the shareholder’s
agent or attorney to review and inspect shareholders’ lists at
any time during a shareholders’ meeting or any adjournment thereto.12
This third unqualified right appears to be strictly limited to inspection
during the course of the meeting. Section 607.0720 requires a corporation
to prepare an alphabetical list of the names of all its shareholders
entitled to notice of a meeting, arranged by voting group with the addresses
of, and the number and class and series, if any, of the shares held
by each.13 This list must be available for inspection by any shareholder
or the shareholder’s agent or attorney during the meeting or any
adjournment.14 Section 607.0720 also states that the list must be available
for inspection for a period of 10 days prior to the meeting, however
inspection during this 10 day period must be requested in writing and
is subject to the good faith and proper purpose requirements set forth
in s. 607.1602(3)15 and further discussed herein.
The list must be
available for inspection at the corporation’s principal office,
at some other location specified in the notice in the city where the
meeting is being held, or at the office of the corporation’s transfer
agent or registrar.16 Appearance on the list is prima facie evidence
of the entitlement to inspect it.17 On the other hand, the contingent
rights set forth in s. 607.1602 to inspect shareholder lists and records,
are not related to a shareholder’s meeting and presumably address
a request during any other time.
If a corporation
does not prepare and make a shareholders list available for inspection
as required in s. 607.0720, the shareholders’ meeting must be adjourned
until the corporation complies, or upon application of a shareholder,
until the circuit court of the county where the corporation’s principal
office (or, if none in this state, its registered office) is located,
orders inspection, summarily and at the corporation’s expense.18
To protect a corporation’s
valuable shareholders list, s. 607.1602(7) states that “[A] shareholder
may not sell or otherwise distribute any information or records inspected
under this section, except to the extent that such use is for a proper
purpose as defined in subsection (3). Any person who violates this provision
shall be subject to a civil penalty of $5000.”19 In addition, “a
corporation may deny any demand for inspection if the demand was made
for an improper purpose, or if the demanding shareholder has within
2 years preceding his or her demand sold or offered for sale any list
of shareholders of the corporation or any other corporation, has aided
or abetted any person in procuring any list of shareholders for any
such purpose, or has improperly used any information secured through
any prior examination of the records of the corporation or any other
corporation.”20
Finally, s. 607.1621,
requires a corporation to provide shareholders with certain reports.
In particular:
(a) If a corporation
indemnifies or advances expenses to any director, officer, employee
or agent under s. 607.0850 (indemnification of officers, directors,
employees and agents) otherwise than by court order or action by the
shareholders or by an insurance carrier pursuant to insurance maintained
by the corporation, the corporation shall report the indemnification
or advance in writing to the shareholders with or before the notice
of the next shareholder’s meeting, or prior to such meeting if
the indemnification or advance occurs after the giving of such notice
but prior to the time such meeting is held, which report shall include
a statement specifying the persons paid, the amounts paid, and the
nature and status at the time of such payment of the litigation or
threatened litigation.21
(b) If a corporation
issues or authorizes the issuance of shares for promises to render
services in the future, the corporation shall report in writing to
the shareholders the number of shares authorized or issued, and the
consideration received by the corporation, with or before the notice
of the next shareholders’ meeting.22
Although neither
the cases nor the statute specifies, presumably the right to receive
reports pursuant to s. 607.1621, is enforceable through an action for
court ordered inspection under s. 607.1604.
Contingent
Inspection Rights
The inspection
of most records is contingent upon the requesting shareholder making
assertions as to good faith and proper purpose and otherwise not having
forfeited rights as a result of prior misconduct. Again the prominent
inspection provision is Florida Statutes s. 607.1602, entitled “Inspection
of Records.” In particular, Section 607.1602(2) provides “[A]
shareholder of a corporation is entitled to inspect and copy, during
regular business hours at a reasonable location specified by the corporation,
any of the following records of the corporation if the shareholder meets
the requirements of subsection (3) and gives the corporation written
notice of his or her demand at least 5 business days before the date
on which he or she wishes to inspect and copy.”23 (emphasis added).
The records to which a shareholder is entitled to inspect pursuant to
s. 607.1602(2) and (3) include:
(a) Excerpts
from minutes of any meeting of the board of directors, records of
any action of a committee of the board of directors while acting in
place of the board of directors on behalf of the corporation, minutes
of any meeting of the shareholders, and records of action taken by
the shareholders or board of directors without a meeting, to the extent
not already being provided pursuant to F.S. 607.1602(1);
(b) Accounting
records of the corporation,
(c) The record
of shareholders24; and
(d) Any other
books and records.25
A records request
under Section 607.1602(2) is contingent upon a shareholder meeting the
requirements set forth in section (3). Section 607.1602(3) provides
that a shareholder may inspect and copy the records described in subsection
(2) only if (emphasis added):
(a) The shareholder’s
demand is made in good faith and for a proper purpose;
(b) The shareholder
describes with reasonable particularity his or her purpose and the
records he or she desires to inspect; and
(c) The records
are directly connected with the shareholder’s purpose.26
Upon satisfaction
of the good faith and proper purpose requirements, the right to inspect
accounting records has been construed broadly in favor of the shareholder.
In fact, the Florida Supreme court construed predecessor inspection
statutes as requiring a corporation to provide the materials and time
needed for the inspecting shareholder to perform an audit.27 In addition,
the predecessor statute provided for the imposition of penalties against
the corporation, and its officers and/or agents individually, for the
failure to allow inspection.28
The current inspection
statute, s. 607.1602 which took effect July 1, 1990, eliminated the
penalty provision, but is still broadly construed in favor of the shareholder.
The Third District Court has held that where a shareholder seeks to
inspect records for the purpose of valuing stock, a corporation must
provide the financial data underlying unaudited financial statements.29
In particular, the corporation, in that case was required to permit
the inspection of insurance policies, employment agreements, agreements
for nondisclosure and subcontractor agreements.30 The Third District
has also ordered inspection of corporate income tax returns, the general
ledger of the corporation, as well as balance sheets, profit and loss
statements and the stockbook.31
The right to inspect
records of shareholders contained in F.S. 607.1602(2)(c) is in addition
to a shareholders right to inspection of the shareholders list for a
period of ten (10) days prior to a shareholders’ meeting found
in s. 607.0720.. Both provisions make the right to inspection contingent
upon the shareholder satisfying the requirements in 607.1602(3) that
a shareholder’s demand be made in good faith and for a proper purpose.
The "any other
books and records" provision is, of course, a topic of great debate.
Although each attorney must be guided by the needs of their particular
client, an example list of appropriate requests under the "any
other books and records" provision include:
(a) Balance sheets
and profit and loss statements (in the form maintained by the corporation);
records of any loans, expense advancements, expense indemnifications
or assumptions of obligations by the corporation on behalf of any
director, officer, employee or agent;[xxxii]
(b) Any correspondence
by and between the Corporation and its shareholders;
(c) Any distributions
to any director, officer, employee or agent, including any bonus payments,
other than regular compensation;
(d) Any contracts
or agreements, whether consummated or pending, between individuals,
corporations, or any other entity, in which an affiliate of such individual,
corporation or other entity, is also an affiliate of the Corporation,
as defined by the Florida Corporations Act (affiliate transactions);
(e) Any contracts
for merger, acquisition or share exchange, whether the Corporation
is the acquirer or target;
(f) Any contracts
with underwriters, investment bankers or other financial institutions
or businesses for financings, whether public or private;
(g) Any contracts
with other entities for shareholder relations, public relations, media
relations or corporate image;
(h) Any contracts
with investment bankers or other entities for analysis and exposure
to the investment community;
(i) Insurance
policies[xxxiii];
(j) Employment
agreements, subcontractor agreements and nondisclosure agreements[xxxiv];
Section 607.1602(9)
defines a "proper purpose" as a "purpose reasonably related
to such person's interest as a shareholder." The Florida circuit
courts define a proper purpose as:
"A proper
purpose is one that is lawful in character and not contrary to the interest
of the corporation. It is one wherein a stockholder seeks information
bearing upon the protection of his interest (and/or that of other stockholders),
and not satisfaction of curiosity or a general fishing expedition."[xxxv]
It is not enough
to allege a proper purpose, but a shareholder must set forth facts to
support the allegation of a proper purpose.[xxxvi] The following are
proper purposes, in light of the general purpose for being a shareholder:
(a) Determine
the fair value, market value and potential value of his/her/it shareholder
interest[xxxvii];
(b) To determine
the financial condition of the corporation[xxxviii];
(c) To determine
if money is available to pay dividends[xxxix];
(d) To determine
the method in which the directors have handled the affairs of the
corporation[xl];
(e) To determine
the validity of corporate expenditures[xli];
(f) Determine
the percent ownership of his/her/it shareholder interest;
(g) Determine
the policies and conduct of management and the board of directors
in the management and control of the corporation in which he/she/it
is an owner;
(h) Determine
if actions have taken place in which he/she/it would be entitled to
notice under Florida law and for which he/she/it has not received
notice and to determine the impact on him/her/it as a shareholder
therefrom;
(i) To determine
the scope and extent of affiliated transactions;
(j) To determine
the scope and extent of director, officer, employee or agent indemnifications
and expense reimbursements and to determine the impact of these transactions
or agreements on the value of his/her/it interest and the general
well-being of the corporation as a whole;
(k) To follow
up on public statements made by the Corporation regarding future plans,
goals and the like;
(l) To determine
the past history and future prospects of the Corporation and thus
the viability of his/her/its interest and continued ownership;
(m) To determine
the results of a particular transaction and the impact of such transaction
on his/her/its interest[xlii];
(n) To determine
if the share certificate in his/her/its possession properly represents
his/her/its actual share ownership;
(o) To determine
any restrictions on the transferability of his/her/its shares and
to evaluate the market value in the case of such transfer;
(p) To assist
in determining how to vote on any issue put to the shareholders for
vote;
(q) To seek out
shareholders to purchase additional stock[xliii];
The fact that the
request is being made by a stockholder or member who disagrees with
the policies of the management of the corporation, or even has filed
suit against the corporation, is not sufficient to defeat the request.[xliv]
In addition to
the obvious concerns of having competitors learn of financial information,
a corporation has the legitimate concern that a shareholder will use
his/her/its right to inspection to gain shareholder information to be
used in proxy wars. Accordingly, s. 607.1602(6) provides:
"[A] corporation
may deny any demand for inspection made pursuant to subsection (2) if
the demand was made for an improper purpose, or if the demanding shareholder
has within 2 years preceding his or her demand sold or offered for sale
any list of shareholders of the corporation or any other corporation,
has aided or abetted any person in procuring any list of shareholders
for any such purpose, or has improperly used any information secured
through any prior examination of the records of the corporation or any
other corporation."[xlv]
The confidentiality
of the requested records and information is a serious and valid concern
to corporations. In the event of court ordered inspection, the court
has the power to impose reasonable restrictions on the use or distribution
of the records by the demanding shareholder.[xlvi] As an indication
of good faith, I recommend that a shareholder consider voluntarily offering
to enter into a confidentiality agreement as to the use and dissemination
of the requested corporate records at the time of making the request
for inspection.
In the event that
a requesting shareholder properly abides by sections 607.1602(2) and
(3) and their request is nevertheless denied or not responded to, upon
application by the shareholder, the circuit court in the county where
the corporation's principal office (or, if none in this state, its registered
office) is located may order inspection on an "expedited basis".[xlvii]
If the court orders
inspection or copying of the records demanded, it shall also order the
corporation to pay the shareholder's costs, including reasonable attorney's
fees, incurred to obtain the order and enforce its rights unless the
corporation, or the officer, director, or agent, as the case may be,
proves that it/she/he refused inspection in good faith because it/she/he
had a reasonable basis for doubt about the right of the shareholder
to inspect or copy the records demanded.[xlviii]
Section 607.1602(5)
provides that "This section does not affect: (a) the right of a
shareholder to inspect and copy records under s. 607.0720[xlix] or,
if the shareholder is in litigation with the corporation, to the same
extent as any other litigant; (b) the power of a court, independently
of this act, to compel the production of corporate records for examination.[l]
Scope
of Inspection Rights
A shareholder's
agent or attorney has the same inspection and copying rights as the
shareholder he or she represents.[li] Obviously, all inspection rights
are limited to actual shareholders and accordingly a corporation can
validly deny inspection when a good faith dispute exists as to whether
the requesting party is indeed a shareholder.[lii] However, shareholder
rights extend to beneficial owners and not just record or legal title
holders.[liii]
The shareholder
or shareholder's agent can request copies of records[liv], however,
they do so at their own expense.[lv] Although the Company is limited
to collecting a "reasonable charge"[lvi], this charge may
include the costs of labor and material, and any costs associated with
conversion of the records into written form.[lvii] A shareholder has
no rights to receive copies of records other than in written form.[lviii]
Presumably, a shareholder could not request copies of records on disk
or cd, even though such production may be infinitely cheaper, and could
be protected from alteration and/or copy.
[i] Fla. Stat.
s 607.1602(1).
[ii] Fla. Stat. s. 607.1602(4).
[iii] Fla. Stat. s. 607.1601(5).
[iv] Fla. Stat. s. 607.1604(1).
[v] Fla. Stat. 607.1620(1).
[vi] Fla. Stat. 607.0620(1).
[vii] Fla. Stat. 607.0620(2).
[viii] Fla. Stat. 607.0620(2).
[ix] Fla. Stat. 607.0620(3).
[x] Fla. Stat. 607.0620(4).
[xi] Fla. Stat. 607.0620(4).
[xii] Fla. Stat. s. 607.0720(3).
[xiii] Fla. Stat. s. 607.0720(1). Section 607.1601(3) also requires
that a corporation maintain shareholder records in such a matter as
to permit preparation of the required lists.
[xiv] Fla. Stat. s. 607.0720(3).
[xv] Fla. Stat. s. 607.0720(2).
[xvi] Fla. Stat. s. 607.0720(2).
[xvii] Fla. Stat. s. 607.0720(4).
[xviii] Fla. Stat. s. 607.0720(5).
[xix] Fla. Stat. s. 607.1602(7).
[xx] Fla. Stat. s. 607.1602(6).
[xxi] Fla. Stat. s. 607.1621(1).
[xxii] Fla. Stat. s. 607.1621(2).
[xxiii] Fla. Stat. s. 607.1602(2)
[xxiv] The record of shareholders can be made available for inspection
in accordance with s. 607.0720.
[xxv] Fla. Stat. s. 607.1602(2).
[xxvi] Fla. Stat. s. 607.1602(3); Collier Anesthesia, P.A. v. Worden,
M.D., 726 So. 2d 342 (Fla. 2d DCA 1999).
[xxvii] Rahn v. Weir, 199 So. 584 (Fla. 1939); News-Journal Corporation
v. Gore, 187 So. 271 (Fla. 1939); Soreno Hotel Co. v. Otis Elevator
Co, 107 Fla. 195, 144 So. 339 (Fla. 1932).
[xxviii] See for example Fail Safe Industries, Inc. v. Fontaine, 507
So. 2d 1215 (Fla. 4th DCA 1987).
[xxix] Computer Solutions, Inc. v. Gnaizda, 633 So. 2d 1100 (Fla. 3d
DCA 1994).
[xxx] Id.
[xxxi]Jewelers International Showcase, Inc. v. Mandell, 529 So. 2d 1211
(Fla. 3d DCA 1988).
[xxxii] This request is also supported by F.S. 607.1603(4) and 607.0720.
[xxxiii] Computer Solutions, Inc. v. Gnaizda, 633 So. 2d 1100 (Fla.
3d DCA 1994).
[xxxiv] Id.
[xxxv] Delaney v. Santafe Healthcare, Inc., 741 So. 2d 595 (Fla. 1st
DCA 1999); Oil Conservationists, Inc. v. Gilbert, 471 So. 2d 650, 653
(Fla. 4th DCA 1985).
[xxxvi] Oil Conservationists, Inc. v. Gilbert, 471 So. 2d 650, 653 (Fla.
4th DCA 1985).
[xxxvii] Computer Solutions, Inc. v. Gnaizda, 633 So. 2d 1100 (Fla.
3rd DCA 1994); Soreno Hotel Co. v. Otis Elevator Co, 107 Fla. 195, 144
So. 339 (Fla. 1932).
[xxxviii] Computer Solutions, Inc. v. Gnaizda, 633 So. 2d 1100 (Fla.
3rd DCA 1994); Soreno Hotel Co. v. Otis Elevator Co, 107 Fla. 195, 144
So. 339 (Fla. 1932).
[xxxix] Computer Solutions, Inc. v. Gnaizda, 633 So. 2d 1100 (Fla. 3rd
DCA 1994); Soreno Hotel Co. v. Otis Elevator Co, 107 Fla. 195, 144 So.
339 (Fla. 1932).
[xl] Computer Solutions, Inc. v. Gnaizda, 633 So. 2d 1100 (Fla. 3rd
DCA 1994); Soreno Hotel Co. v. Otis Elevator Co, 107 Fla. 195, 144 So.
339 (Fla. 1932).
[xli] Computer Solutions, Inc. v. Gnaizda, 633 So. 2d 1100 (Fla. 3rd
DCA 1994); Soreno Hotel Co. v. Otis Elevator Co, 107 Fla. 195, 144 So.
339 (Fla. 1932).
[xlii] Fritzv. Belcher Oil Company, 363 So. 2d 155 (Fla. 3d DCA 1978).
[xliii] Florida Telephone Corporation v. Peninsular Telephone Co., 111
So. 2d 677 (Fla. 1st DCA 1959).
[xliv] Delaney v. Santafe Healthcare, Inc., 741 So. 2d 595 (Fla. 1st
DCA 1999) and cases cited therein.
[xlv] Fla. Stat. s. 607.1602(6).
[xlvi] Fla. Stat. s. 607.1604(4).
[xlvii] Fla. Stat. s. 607.1604(2).
[xlviii] Fla. Stat. s. 607.1604(3).
[xlix] Fla. Stat. s. 607.0720 requires that corporations make shareholders'
list available for a period of ten (10) days prior to a shareholders
meeting and during such shareholders' meeting.
[l] Fa. Stat. s. 607.1602(5).
[li] Fla. Stat. § 607.1603(1).
[lii] Universal Engineering Testing Company, Inc. v. Israel, 707 So.
2d 900 (Fla. 5th DCA 1998).
[liii] Fla. Stat. s. 607.01401(24); World Time Corporation of America
v. Mizrachi, 702 So. 2d 284 (Fla. 4th DCA 1997).
[liv] Fla. Stat. § 607.1603(2).
[lv] Fla. Stat. § 607.1603(3).
[lvi] Id.
[lvii] Id.
[lviii] Id.
Laura Anthony is
the founding partner of Legal & Compliance, LLC, a corporate and
securities law firm specializing in securities & regulatory matters,
business transactions, commercial litigation and entity formation. She
is also a member the NASD Dispute Resolution Board of Arbitrators and
can be reached at 800-341-2684; by e-mail at LauraAnthonyPA@aol.com
or contacted through the company's web sites http://www.LegalAndCompliance.com
and http://www.MyWebLawyer.com.
[1] Fla. Stat.
s 607.1602(1).
[1] Fla. Stat. s. 607.1602(4).
[1] Fla. Stat. s. 607.1601(5).
[1] Fla. Stat. s. 607.1604(1).
[1] Fla. Stat. 607.1620(1).
[1] Fla. Stat. 607.0620(1).
[1] Fla. Stat. 607.0620(2).
[1] Fla. Stat. 607.0620(2).
[1] Fla. Stat. 607.0620(3).
[1] Fla. Stat. 607.0620(4).
[1] Fla. Stat. 607.0620(4).
[1] Fla. Stat. s. 607.0720(3).
[1] Fla. Stat. s. 607.0720(1). Section 607.1601(3) also requires that
a corporation maintain shareholder records in such a matter as to permit
preparation of the required lists.
[1] Fla.
Stat. s. 607.0720(3).
[1] Fla. Stat. s. 607.0720(2).
[1] Fla. Stat. s. 607.0720(2).
[1] Fla. Stat. s. 607.0720(4).
[1] Fla. Stat. s. 607.0720(5).
[1] Fla. Stat. s. 607.1602(7).
[1] Fla. Stat. s. 607.1602(6).
[1] Fla. Stat. s. 607.1621(1).
[1] Fla. Stat. s. 607.1621(2).
[1] Fla. Stat. s. 607.1602(2)
[1] The record of shareholders can be made available for inspection
in accordance with s. 607.0720.
[1] Fla. Stat. s. 607.1602(2).
[1] Fla. Stat. s. 607.1602(3); Collier Anesthesia, P.A. v. Worden, M.D.,
726 So. 2d 342 (Fla. 2d DCA 1999).
[1] Rahn v. Weir, 199 So. 584 (Fla. 1939); News-Journal Corporation
v. Gore, 187 So. 271 (Fla. 1939); Soreno Hotel Co. v. Otis Elevator
Co, 107 Fla. 195, 144 So. 339 (Fla. 1932).
[1] See for example Fail Safe Industries, Inc. v. Fontaine, 507 So.
2d 1215 (Fla. 4th DCA 1987).
[1] Computer Solutions, Inc. v. Gnaizda, 633 So. 2d 1100 (Fla. 3d DCA
1994).
[1] Id.
[1]Jewelers International Showcase, Inc. v. Mandell, 529 So. 2d 1211
(Fla. 3d DCA 1988).
[1] This request is also supported by F.S. 607.1603(4) and 607.0720.
[1] Computer Solutions, Inc. v. Gnaizda, 633 So. 2d 1100 (Fla. 3d DCA
1994).
[1] Id.
[1] Delaney v. Santafe Healthcare, Inc., 741 So. 2d 595 (Fla. 1st DCA
1999); Oil Conservationists, Inc. v. Gilbert, 471 So. 2d 650, 653 (Fla.
4th DCA 1985).
[1] Oil Conservationists, Inc. v. Gilbert, 471 So. 2d 650, 653 (Fla.
4th DCA 1985).
[1] Computer Solutions, Inc. v. Gnaizda, 633 So. 2d 1100 (Fla. 3rd DCA
1994); Soreno Hotel Co. v. Otis Elevator Co, 107 Fla. 195, 144 So. 339
(Fla. 1932).
[1] Computer Solutions, Inc. v. Gnaizda, 633 So. 2d 1100 (Fla. 3rd DCA
1994); Soreno Hotel Co. v. Otis Elevator Co, 107 Fla. 195, 144 So. 339
(Fla. 1932).
[1] Computer Solutions, Inc. v. Gnaizda, 633 So. 2d 1100 (Fla. 3rd DCA
1994); Soreno Hotel Co. v. Otis Elevator Co, 107 Fla. 195, 144 So. 339
(Fla. 1932).
[1] Computer Solutions, Inc. v. Gnaizda, 633 So. 2d 1100 (Fla. 3rd DCA
1994); Soreno Hotel Co. v. Otis Elevator Co, 107 Fla. 195, 144 So. 339
(Fla. 1932).
[1] Computer Solutions, Inc. v. Gnaizda, 633 So. 2d 1100 (Fla. 3rd DCA
1994); Soreno Hotel Co. v. Otis Elevator Co, 107 Fla. 195, 144 So. 339
(Fla. 1932).
[1] Fritzv. Belcher Oil Company, 363 So. 2d 155 (Fla. 3d DCA 1978).
[1] Florida Telephone Corporation v. Peninsular Telephone Co., 111 So.
2d 677 (Fla. 1st DCA 1959).
[1] Delaney v. Santafe Healthcare, Inc., 741 So. 2d 595 (Fla. 1st DCA
1999) and cases cited therein.
[1] Fla. Stat. s. 607.1602(6).
[1] Fla. Stat. s. 607.1604(4).
[1] Fla. Stat. s. 607.1604(2).
[1] Fla. Stat. s. 607.1604(3).
[1] Fla. Stat. s. 607.0720 requires that corporations make shareholders'
list available for a period of ten (10) days prior to a shareholders
meeting and during such shareholders' meeting.
[1] Fa. Stat. s. 607.1602(5).
[1] Fla. Stat. § 607.1603(1).
[1] Universal Engineering Testing Company, Inc. v. Israel, 707 So. 2d
900 (Fla. 5th DCA 1998).
[1] Fla. Stat. s. 607.01401(24); World Time Corporation of America v.
Mizrachi, 702 So. 2d 284 (Fla. 4th DCA 1997).
[1] Fla. Stat. § 607.1603(2).
[1] Fla. Stat. § 607.1603(3).
[1] Id.
[1] Id.
[1] Id.
Laura Anthony
is the founding partner of Legal & Compliance, LLC, a corporate
and securities law firm specializing in securities & regulatory
matters, business transactions, commercial litigation and entity formation.
She is also a member the NASD Dispute Resolution Board of Arbitrators
and can be reached at 800-341-2684; by e-mail at LauraAnthonyPA@aol.com
or contacted through the company’s web sites http://www.LegalAndCompliance.com
and http://www.MyWebLawyer.com.
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