Broward County Shareholder Dispute Attorney

The Andrew M. Schwartz Legal Team represents shareholders, minority owners, and family members who hold stock in closely held companies throughout Broward County, from Fort Lauderdale to the communities along the northern and southern county lines. When owners of a small corporation stop agreeing on who runs it, who gets paid, or whether it should continue at all, a Broward County shareholder dispute attorney has to look at the shareholder agreement, the corporate records, and the money, and decide quickly which tools fit the situation.

Shareholder fights in a closely held company are different from fights at a public company. There is no market where an unhappy owner can sell shares. A minority shareholder may be shut out of management, denied distributions while the majority draws salary and perks, and told the stock is worth very little. The majority, for its part, may be dealing with a co-owner who is stalling decisions, refusing to sign off on contracts, or taking company funds. Either side can find the business grinding to a halt while the relationship falls apart.

Florida’s corporate statutes give courts real power in these situations, including the power to dissolve a corporation, to appoint a receiver or custodian, and to supervise a forced buyout of one owner by the others. Which of those paths makes sense depends on the facts, the agreement the owners signed, and what each side actually wants out of the dispute.

What Judicial Dissolution and Court-Ordered Buyouts Mean for a Broward Shareholder

Many owners assume that a corporation can only be dissolved if everyone agrees. That is not the case. A Florida circuit court can dissolve a corporation or order another remedy when a shareholder petitions on statutory grounds, including a situation where the company has abandoned its business and has not, within a reasonable time, liquidated its assets, distributed them, and dissolved. The remedies available are broader than a simple shutdown, and the statute is built to give the court room to fashion something that fits.

The buyout mechanism matters just as much. Once a shareholder files for dissolution on the oppression-type grounds, the corporation can elect to purchase all of the petitioner’s shares at fair value, and if the corporation does not make that election, one or more of the other shareholders may. Within 30 days after the case begins, the corporation must notify every shareholder other than the petitioner that they can avoid dissolution by electing to buy the petitioner out. If the parties agree on fair value and terms within 60 days after the first election is filed, the court enters an order directing the purchase on those terms. An election to purchase is irrevocable unless the court decides it is equitable to set it aside or modify it, so a shareholder who elects without understanding the valuation exposure can be locked in.

Valuation is where these cases are won and lost. “Fair value” is not whatever the majority says the shares are worth, and it is not a simple multiple of last year’s profit. It can turn on discounts, the treatment of owner compensation, real estate held inside the company, and the credibility of competing appraisers. Our firm handles business divorce and shareholder valuation disputes with that in mind, and we prepare for the numbers from the first day of the case.

While a dissolution case is pending, the court can enter injunctions, appoint a receiver or custodian, and take other steps to preserve company assets and keep the business operating until a full hearing. That is important for a shareholder who suspects money is being moved out of the company, and equally important for an owner who needs the business protected from a co-owner’s interference.

Why Choose the Andrew M. Schwartz Legal Team for Shareholder and Business Divorce Cases

The Andrew M. Schwartz Legal Team is a business and real estate litigation firm serving Broward County, Palm Beach County, and the rest of South Florida, along with clients from New York, New Jersey, and Connecticut who own businesses or property here. Andrew M. Schwartz, the firm’s founder, was admitted to The Florida Bar in 1989 and has spent 37 years in litigation, with a career built around complex contract disputes, business divorces, and conflicts among partners, LLC members, and shareholders. He earned his undergraduate degree from Emory University in 1986 and his law degree from the University of Miami in 1989.

Andrew is joined by Senior Counsel Sundeep Nath, a Northwestern-trained litigator with years of experience handling business and real estate cases in state and federal courts. That federal experience matters in South Florida, where the Southern District of Florida holds court in Fort Lauderdale and West Palm Beach, and where a shareholder dispute with diverse parties can end up in either forum.

The firm works as a true legal team, meaning everyone on a matter knows the file and can answer when a client calls. We keep a strict 24 hour return call policy when we are in court or otherwise unavailable. Our attorneys are experienced in mediation and arbitration as well as courtroom litigation, and Andrew’s view, shaped over decades, is that most clients do not actually want the most aggressive lawyer available; they want someone who acts as the situation requires and uses finesse when finesse will do, at a cost that makes sense against what is at stake.

The firm’s trial record includes a recent 32-page final judgment from the Broward County Circuit Court, issued after a five-day bench trial, awarding our client specific performance of a commercial real estate contract. A result like that rests on the same skills a shareholder case demands: close reading of the governing documents, a command of the parties’ history, and the ability to put a detailed record in front of a judge.

Common Shareholder Disputes We Handle in Broward County

• Freeze-Outs of Minority Shareholders: A majority owner stops holding meetings, withholds financial information, removes the minority holder from any role, and pays out profits as salary rather than distributions. Florida’s judicial dissolution and buyout provisions exist for exactly this kind of conduct.
• Deadlock Between Equal Owners: Two 50 percent shareholders disagree on a sale, a hire, or a major contract, and nothing can be decided. Some shareholder agreements contain a deadlock sale provision, and when one is properly initiated it can take the place of a court-ordered dissolution, so the agreement has to be read before anything is filed.
• Breach of Fiduciary Duty: Officers and controlling shareholders owe duties to the company and, in closely held settings, often to their co-owners. Self-dealing, usurped business opportunities, and undisclosed related-party transactions are the usual claims.
• Missing or Diverted Funds: Unpaid distributions, personal expenses run through the company, commingled accounts, and managers who cannot account for company money lead to claims for an accounting and recovery of the funds, often paired with a request for emergency relief.
• Shareholder Agreement Breaches: Buy-sell provisions, transfer restrictions, rights of first refusal, and non-compete terms are enforced or challenged depending on their precise wording and how the parties have actually behaved.
• Valuation Disputes in Buyouts: Whether the buyer is the corporation or the other shareholders, the price of the shares is usually the fight, including what discounts apply and whether company real estate and goodwill are properly counted.
• Family Business Shareholder Conflicts: Siblings who inherited stock together, or parents and children who disagree about control and compensation, bring a personal dimension that calls for discretion alongside firm protection of the financial interest.
• Dissolution and Wind-Down: When continuing is no longer realistic, the question becomes how assets are liquidated and distributed, and whether a receiver or custodian is needed to stop the company from being drained in the meantime.

What a Broward Shareholder Should Do Once the Relationship Breaks Down

Start with the documents. Pull the articles of incorporation, bylaws, any shareholder or buy-sell agreement, the stock ledger, and every amendment you can find. These control more than most owners expect, including whether there is a deadlock sale provision, a required valuation method, or an arbitration clause that sends the dispute somewhere other than court. Then gather financial records: tax returns, bank statements, general ledgers, payroll records, and loan documents. If you are being denied access to company books, say so in writing and keep the response. A shareholder’s records requests, and the company’s refusal, often become evidence later.

Do not move company money, change passwords, lock the other side out of premises, or take company property on your own. Owners who act on impulse hand the other side a counterclaim and sometimes a reason for a court to doubt their credibility. If you believe assets are being diverted, the right response is to document what you see and talk to counsel about emergency relief, not to retaliate.

Pay attention to deadlines. A claim founded on a written instrument, such as a shareholder agreement, carries a five-year limitations period in Florida. A claim on an oral or implied agreement has four years. Fraud claims run four years from discovery, with an outer cap of 12 years. Rescission has four years. Specific performance carries a one-year period. Which clock applies depends on what you are actually suing for, and waiting while a dispute festers can cost you a claim that was strong the year before.

In Broward County, a corporate dispute involving more than the county court’s limit is filed in the circuit court of the Seventeenth Judicial Circuit, which sits in and for Broward County, typically at the Central Judicial Complex in Fort Lauderdale. The Seventeenth Circuit maintains a complex business division that handles, among other things, dissolution of certain business entities and large business litigation, and a case can be filed directly into that division through the procedure set out in the circuit’s administrative order, with the Clerk randomly assigning it. Whether that route fits your case is a judgment call we make early. If the parties and claims support federal jurisdiction, the Southern District of Florida holds court in Fort Lauderdale.

Finally, think about the end game before you file. Some owners want out and a fair price. Others want to keep the company and remove a partner. Some want the business sold. A negotiated buyout, mediation, or a structured wind-down is often cheaper and faster than a trial, and the statutory buyout election gives both sides a built-in settlement structure. Knowing your goal changes which claims you plead and how hard you push on injunctive relief.

When the Shareholder Is Also a Cotenant: Real Property Held Through Co-Ownership

Many closely held companies in Broward County own, or are tied to, real estate: an office building, a warehouse, a rental property, a parcel held for development. When owners fall out, the real property often becomes the main asset in dispute. Where the owners hold land together as co-owners rather than through an entity, Florida’s partition statute lets a court divide the property or order it sold. The partition complaint must describe the land, name the owners and where they live, and state each owner’s share. If the court orders partition, it appoints three commissioners, chosen by the court unless the parties agree. When the commissioners conclude the property cannot be divided without prejudice to the owners, the court may order a public sale and divide the proceeds in proportion to each person’s interest.

Where family members inherited property together, a separate framework for heirs property applies in partition cases, and it requires the court to consider whether a division in kind would be better for the cotenants as a group before it orders a sale. Our firm also handles quiet title and title disputes for clients who need to clear competing ownership claims. The point for a shareholder is that corporate and real estate rights often overlap, and a strategy that ignores one can undercut the other.

Questions Broward Shareholders Ask About Disputes with Co-Owners

Can a minority shareholder force the company to be dissolved?

A shareholder can petition a Florida circuit court for dissolution or another remedy on the statutory grounds. The court has discretion, and the corporation or the other shareholders can often avoid dissolution by electing to buy the petitioner’s shares at fair value.

What happens if the other shareholders elect to buy me out?

If the parties agree on fair value and terms within 60 days after the first election is filed, the court enters an order directing the purchase on those terms. If they do not agree, the court determines fair value. The election is irrevocable unless the court finds it equitable to set it aside or modify it.

Does filing for dissolution stop me from using a buyout clause in our shareholder agreement?

Not necessarily. Filing for dissolution on certain grounds, or an election to purchase, does not affect a shareholder’s right to initiate an available deadlock sale provision in a compliant shareholder agreement. The agreement’s wording matters, so have it reviewed first.

Can I get information about the company’s finances if I am being shut out?

Shareholders have statutory inspection rights, and when a company refuses, a claim for an accounting is available. We look at what was requested, what was refused, and whether the pattern supports a broader claim.

What if a co-owner is moving money out of the company right now?

A court can issue injunctions, appoint a receiver or custodian, and take other steps to preserve company assets while a case is pending. Those requests are time-sensitive and depend on evidence, so documentation matters.

How long do I have to bring a claim under a shareholder agreement?

Claims founded on a written instrument generally carry a five-year limitations period in Florida. Oral or implied contract claims have four years, and other theories such as fraud or rescission have their own periods. The right clock depends on the claim.

Do I have to go to court, or can this be mediated?

Many shareholder disputes resolve through negotiation, mediation, or arbitration, particularly when the agreement requires it. Our attorneys handle both ADR and trial work, and we pursue the path most likely to reach your goals efficiently.

My business partner is also a family member. Does that change anything legally?

The legal claims are the same, but the practical handling differs. Family disputes tend to benefit from discretion and a focus on resolution that preserves what can be preserved, while still protecting your financial interest.

I live in New York or New Jersey but own shares in a Broward company. Can you handle this?

Yes. We regularly represent clients from New York, New Jersey, and Connecticut with business or real estate interests in South Florida. We handle the local court appearances and keep you informed, so you do not need to travel for every proceeding.

Will a court appoint a receiver to run the company during the dispute?

A court can appoint a receiver or custodian in a dissolution proceeding, and for LLCs it must hold a hearing after notifying the parties before doing so. Courts treat it as a significant step, so the request needs a solid evidentiary basis.

Is it worth hiring a lawyer if my shares are only a small part of the company?

That depends on the value at stake and what the other side is doing. A short consultation can tell you whether the numbers justify litigation, a negotiated exit, or leaving the dispute alone.

Can my dispute be heard in federal court?

Sometimes. The Southern District of Florida covers Broward and Palm Beach Counties and holds court in Fort Lauderdale and West Palm Beach, but federal jurisdiction requires a proper basis, such as diversity of citizenship with the required amount in controversy.

Broward County Shareholder Dispute Representation Across South Florida

We represent shareholders and business owners from Fort Lauderdale through Pompano Beach, Deerfield Beach, and Coconut Creek in the north, and through Hollywood, Hallandale Beach, and Pembroke Pines toward the south. Clients also come to us from Plantation, Sunrise, Davie, Weston, and Coral Springs in the western part of the county, and from Oakland Park, Lauderhill, Margate, Tamarac, Miramar, Cooper City, Lighthouse Point, Dania Beach, and Wilton Manors. Courthouses in Fort Lauderdale, Deerfield Beach, Hollywood, and Plantation serve these communities, and we appear wherever the case is pending.

The firm also serves neighboring Palm Beach County, including West Palm Beach, Boca Raton, and Delray Beach, where the Fifteenth Judicial Circuit hears business cases. Clients from New York, New Jersey, and Connecticut with a stake in a South Florida company or property are a regular part of our practice, and we handle the Florida proceedings on their behalf.

Talk with a Broward County Shareholder Dispute Lawyer Before the Dispute Costs You the Company

If a co-owner has frozen you out, drained company accounts, or locked the business into a standoff, the earlier we review the documents, the more options you have. Our Broward County shareholder dispute lawyer team can assess the agreement, the numbers, and the realistic paths toward a buyout, a sale, or a court-ordered resolution. Contact the Andrew M. Schwartz Legal Team to schedule a consultation and talk through what is happening in your company.