Chapter 607 Subcommittee

Philip Schwartz

Co-Chair

Gary Teblum

Co-Chair

The Florida Bar Business Law Section has a long history of providing the Florida legislature with carefully reviewed proposed statutes that better our state's entity laws. Over many years, the Business Law Section has taken the laboring oar in updating all of our state's entity statutes, including, among others, Florida's corporate statute, Florida's general and limited partnership statutes and Florida's limited liability company statute. We also seek to provide input and guidance with respect to any updates to these various statutes that may be proposed from time to time by others, including by legislators, special interests and other Sections of the Bar.

We believe that we have been successful in our efforts over these many years because we are perceived by legislators as representing a non-partisan view of what the law in our state ought to be, and we work very hard not to be viewed as representing any special interests in what we propose. Because the involved members of the Business Law Section include transactional lawyers, business litigators and bankruptcy lawyers, we make it a point to solicit input on our legislative efforts concerning our state's entity statutes from all interested points of view in order to take into account what often is a different perspective that each group brings to the table. As a result, we believe that the proposals and inputs that we present to the legislature are generally well thought out; and we make every reasonable effort to explain our thought process by accompanying our proposals and input with commentary that explains what we have proposed and why.

Keeping our state's entity statutes current is not a static process. The uniform and model acts upon which our state's entity statutes are based are updated regularly. Further, judicial decisions interpreting our entity statutes and the entity statutes in other states come down frequently, and we try to have regular discussions with lawyers around our state to understand what practical issues they are having using our entity statutes. All of these factors require that from time to time we review our entity statutes to make sure they work properly and remain competitive with the entity statutes of other states, while still trying to strike the right balance to protect the varying interests of the entities, their owners, their creditors and other affected parties. In our efforts, we are guided by an understanding that those doing business in our state would like to operate under the rubric of high quality, modern entity statutes which strike a reasonable balance among the differing interests that are affected.

The Chapter 607 Drafting Subcommittee has been organized to take on the task of updating and modernizing Florida's corporate statute (Chapter 607), which has not been comprehensively reviewed for update in almost 30 years. Since the subcommittee was organized in 2014, the subcommittee has been engaged in a section-by- section, comprehensive review of Chapter 607. As of June 2016, the subcommittee completed, in large measure, a comprehensive review of Articles 1 – 8 of the FBCA. The subcommittee's current goal is to complete and propose an updated corporate statute to the Florida legislature for consideration during the 2018 legislative session.

Those interested in learning about the work of the subcommittee or wishing to participate in the subcommittee's activities should contact the co-chairs of the subcommittee, Philip B. Schwartz (philip.schwartz@akerman.com) and Gary I. Teblum (gteblum@trenam.com).

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