Florida Shareholder Dispute Attorney

The Andrew M. Schwartz Legal Team represents shareholders, minority owners, and closely held business families throughout Palm Beach County, Broward County, and the rest of South Florida when the people who own a corporation together stop agreeing on how it should be run. Our work covers oppression of minority holders, diverted company money, broken shareholder agreements, buyouts, and judicial dissolution, and we handle both the courtroom side and the negotiation side of these fights.

A Florida shareholder dispute attorney is usually called in because something concrete has happened. A majority holder has stopped paying distributions while paying himself a larger salary. A co-founder has locked you out of the books. A family member who inherited shares wants out and the company will not buy them. In a closely held corporation there is no public market for your stock, so you cannot simply sell and walk away, and that is what makes these disputes so costly. Your wealth is tied up in a company you may no longer have any say in.

Florida’s corporation statutes give shareholders more tools than most people realize, including court-supervised dissolution, a statutory buyout mechanism, and emergency relief to freeze assets while a case is pending. Whether those tools are available, and which one fits, depends on your shareholder agreement, your ownership percentage, and what the people in control have actually done.

Why Choose the Andrew M. Schwartz Legal Team for Shareholder Disputes

The Andrew M. 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 at Emory University in 1986 and his law degree at the University of Miami in 1989.

Senior Counsel Sundeep Nath, a Northwestern-trained litigator, works alongside him with years of experience in business and real estate cases in state and federal courts. The firm practices as a true legal team, meaning everyone working on your matter knows the file and can answer when you call. We keep a strict 24 hour return call policy when we are in court or otherwise unavailable, and we schedule conference calls around your calendar.

Contract wording drives most shareholder cases, and that has been the center of Mr. Schwartz’s practice his whole career. The firm also has recent trial experience: after a 5-day bench trial in Broward County Circuit Court, the court issued a 32-page final judgment awarding our client specific performance of a commercial real estate contract. We are experienced in mediation and arbitration as well, and we aim for the resolution that fits your goals and budget rather than stretching a case out for its own sake.

Common Types of Shareholder Disputes We Handle

• Minority Shareholder Oppression: Majority holders freeze out a smaller owner by cutting off distributions, removing the person from a job, withholding information, or diluting the stake. Florida courts can order remedies including a buyout or dissolution when the conduct is serious enough.
• Breach of Fiduciary Duty: Directors, officers, and controlling shareholders owe duties to the corporation and, in many situations, to the other owners. Self-dealing, excessive compensation, and usurping company opportunities are typical claims.
• Breach of a Shareholder Agreement: Transfer restrictions, buy-sell triggers, voting arrangements, and valuation formulas are enforced as written, so these cases turn on the exact language and how the parties actually behaved.
• Missing or Diverted Funds: Unpaid distributions, personal expenses run through the company, commingled accounts, and managers who cannot explain where money went. We pursue accountings and recovery of funds.
• Deadlock Between Equal Owners: Two 50 percent holders who cannot agree on anything can paralyze a company. Some shareholder agreements contain a deadlock sale provision, and where they do not, the court may be asked to step in.
• Valuation and Buyout Fights: Even when everyone agrees someone should be bought out, the price is often the real battle, including what discounts apply and what the business is actually worth.
• Family Business Disputes: Siblings who inherited shares, parents and children with different plans, and in-laws holding stock all raise control and compensation questions that carry personal weight alongside the financial ones.
• Judicial Dissolution: When the business has been abandoned, or the owners cannot function together, a shareholder can ask the circuit court to dissolve the corporation or order another remedy.

What to Do If You Are in a Shareholder Dispute

Start by gathering paper before tempers rise. Pull your shareholder agreement, bylaws, articles of incorporation, stock certificates or ledger entries, tax returns, and any buy-sell agreement. If you still have access to company financials, copy what you are entitled to see now. Shareholders generally have inspection rights, and a refusal to produce records is itself evidence of how the controlling side is behaving. Keep emails and texts, and do not delete anything, even material that looks unflattering to you.

Next, check the clock. Florida sets different limitation periods depending on the claim. A claim based on a written agreement, such as a shareholder agreement, generally has a five-year period, while claims on oral or implied agreements have four years. A fraud claim runs four years from discovery, subject to a 12-year outer limit. If you are seeking specific performance, the period is only one year, which surprises many people. Waiting while you hope the relationship repairs itself can quietly cost you a claim.

Be careful about what you do on your own. Do not take company money or property to make yourself whole, do not sign anything the other side hands you without having it reviewed, and do not stop performing your own obligations in ways that hand the other side a breach argument. If assets are being moved or spent, tell us right away, because courts can issue injunctions and appoint a receiver or custodian to preserve corporate assets during a dissolution case.

Where the case is filed matters. Shareholder disputes of this size are heard in circuit court. Palm Beach County cases go to the Fifteenth Judicial Circuit, which sits in West Palm Beach, and Broward County cases go to the Seventeenth Judicial Circuit, which sits in Fort Lauderdale. Broward’s Seventeenth Circuit also has a complex business division that handles business entity dissolutions and large business litigation, and a case can be filed directly into that division under the circuit’s administrative order. Where federal jurisdiction exists, the U.S. District Court for the Southern District of Florida holds court in Fort Lauderdale and West Palm Beach.

How Florida Handles Buyouts and Dissolution of a Corporation

When a shareholder files for judicial dissolution under Florida’s business corporation act, the case does not have to end with the company being shut down. Within 30 days after a dissolution proceeding starts on the usual grounds, the corporation must send every other shareholder a notice that they can avoid dissolution by electing to buy the petitioner’s shares. The corporation itself may make that election, and if it does not, one or more shareholders can.

The buyout is at fair value. If the parties agree on the price and terms within 60 days after the first election is filed, the court enters an order directing the purchase on those terms. If they cannot agree, the court determines fair value. An election to purchase is irrevocable unless the court finds it equitable to set it aside or modify it, so the choice to elect should never be made casually, whichever side of the table you are on.

While the case is pending, the court has real power over the company. It can issue injunctions, appoint a receiver or custodian, take other steps to preserve corporate assets, and keep the business running until a full hearing. Filing for dissolution also does not erase your contractual rights: if your shareholder agreement contains a compliant deadlock sale provision, you can still invoke it, and a dissolution filing on deadlock-type grounds does not waive that right.

If your company is an LLC rather than a corporation, the framework is different. Members can seek dissolution on grounds including deadlock with irreparable injury, misappropriated or wasted assets, and the impracticability of operating under the operating agreement, and the court can order a buyout or appoint a custodian. Because many South Florida businesses are organized one way and operated like the other, we look at what you actually own before choosing a strategy.

Shareholder Dispute Questions Answered

What counts as a shareholder dispute in Florida?

It is any conflict among owners of a corporation over control, money, or the company’s direction. That includes oppression of minority holders, breaches of a shareholder agreement, breaches of fiduciary duty, disputes over distributions, and fights over buying out an owner.

Can a minority shareholder force a buyout?

Not automatically. A minority shareholder who can show grounds for judicial dissolution can file that case, and that filing opens the statutory path in which the corporation or other shareholders may elect to buy the petitioner’s shares at fair value. Your shareholder agreement may also contain its own buyout rights.

What does fair value mean in a buyout?

It is the value the court assigns to the petitioner’s shares when the parties cannot agree. The exact approach, including whether discounts for lack of marketability or minority status apply, is often the most contested part of the case and benefits from valuation expert testimony.

How long do I have to sue over a shareholder agreement breach?

A claim founded on a written agreement generally carries a five-year limitation period in Florida. Oral or implied agreements carry four years, fraud claims run four years from discovery with a 12-year cap, and specific performance claims have just one year. The deadline depends on the claim and when it accrued, so do not assume you have the longest period.

Can I inspect the company’s books if the majority owner refuses?

Shareholders have statutory inspection rights, and a refusal can be challenged in court. Documents obtained this way often become the backbone of a fiduciary duty or accounting claim.

What if my co-owner is taking money from the company?

You may have claims for breach of fiduciary duty, conversion, an accounting, and recovery of the funds. In urgent cases a court can issue emergency injunctive relief to stop assets from being moved or spent while the case proceeds.

Do I have to go to court to resolve a shareholder dispute?

No. Many are resolved through negotiation, mediation, or arbitration, particularly where the shareholder agreement requires it. We handle both the negotiated route and litigation, and we recommend whichever is most likely to reach your goals efficiently.

Can the court appoint someone to run the company during the case?

Yes. In a dissolution proceeding the court can appoint a receiver or custodian and issue injunctions to preserve assets. For an LLC, a hearing with notice to the parties comes first. These are significant steps, and courts require a showing of real merit.

I live in New York or New Jersey but own shares in a South Florida company. Can you handle the case?

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

Does a shareholder dispute affect the company’s day-to-day operations?

It can, which is why timing matters. Courts can issue orders to keep the business running during the case, and sometimes the practical resolution is a negotiated buyout that preserves the company’s value rather than letting the fight erode it.

Will the other side’s lawyer coordinate with my own corporate counsel or accountant?

We work with your existing advisors where that helps, including accountants who know the books. We also accept referrals from other attorneys and communicate with referring counsel throughout the matter.

Serving Shareholder Dispute Clients Across Palm Beach and Broward Counties

We represent shareholders from Boca Raton and West Palm Beach through the rest of Palm Beach County, including Delray Beach, Boynton Beach, Lake Worth, Wellington, Royal Palm Beach, Jupiter, Palm Beach Gardens, and Riviera Beach. Our reach continues south into Broward County, where we serve owners in Fort Lauderdale, Deerfield Beach, Pompano Beach, Coral Springs, Parkland, Plantation, Sunrise, Davie, Hollywood, and Pembroke Pines.

Wherever you live, the case is heard in the circuit court for the county where the company is located or the dispute arose, and we handle the appearances there on your behalf.

Talk to a Florida Shareholder Dispute Lawyer Before the Dispute Hardens

If you are shut out of your own company, watching money disappear, or being pressured to sell your shares at a number that does not make sense, speak with a Florida shareholder dispute lawyer sooner rather than later. The earlier we see the documents, the more options you tend to have, from a negotiated buyout to emergency court relief.

Call the Andrew M. Schwartz Legal Team to discuss your situation. We will review your shareholder agreement, explain where you stand, and lay out a plan that fits your goals and your budget.