Boca Raton Shareholder Dispute Attorney

A shareholder dispute is rarely about one bad meeting. It is usually about who controls the money, who gets to make decisions, and whether a minority owner has any realistic way out. The Andrew M. Schwartz Legal Team handles every part of a Boca Raton shareholder dispute attorney engagement, representing shareholders, LLC members, partners, and family co-owners in business and real estate litigation across Boca Raton, Palm Beach County, and Broward County.

Florida gives shareholders more tools than most owners realize, and also more traps. A corporation can be dissolved by a court, but the other shareholders can often head that off by electing to buy the petitioner out at fair value. An LLC member has a different statutory list of dissolution grounds than a corporate shareholder. A shareholder agreement may contain a deadlock sale mechanism that overrides the court process entirely. Which of these applies to you depends on the entity type, the documents you signed, and what the other side has been doing with the company’s money.

The sections below cover what Florida law actually allows, how these cases move through the Palm Beach County and Broward County courts, and what you should be doing now if you suspect your co-owners are working against you.

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

The Andrew M. Schwartz Legal Team represents business owners, investors, and families in South Florida’s difficult business and real estate disputes, serving Boca Raton, West Palm Beach, Fort Lauderdale, and the rest of Palm Beach and Broward Counties. Founder Andrew M. He earned his undergraduate degree at Emory University and his law degree at the University of Miami. His career has been built around complex contract disputes, business divorces, and conflicts between partners, LLC members, and shareholders, which is exactly the terrain a shareholder dispute covers.

Andrew is joined by Senior Counsel Sundeep Nath, a Northwestern-trained litigator with years of experience in business and real estate cases in state and federal courts. That matters here because a shareholder fight sometimes involves more than one forum, and because the firm works as a true legal team: everyone on your matter knows the file, so a call does not depend on one person being available. The firm keeps a strict 24 hour return call policy when we are in court.

These cases often turn on the exact language of shareholder agreements, operating agreements, and buy-sell provisions, and on the history of how the owners actually dealt with each other. The firm’s results reflect that kind of document-driven work. After a 5-day bench trial, a Broward County circuit judge issued a 32-page final judgment awarding one of our clients specific performance of a commercial real estate contract. We are equally comfortable in mediation and arbitration, and we look for the resolution that fits your goals and budget rather than stretching a case out for its own sake.

Many of our clients live in New York, New Jersey, or Connecticut and hold a stake in a South Florida company or property. We handle the local court appearances so you do not have to travel for every hearing, and we regularly work alongside referring attorneys whose clients have disputes here.

Types of Shareholder and Co-Owner Disputes We Handle

• Minority Shareholder Oppression: A majority group pays itself through salaries and perks, stops declaring distributions, or shuts a minority owner out of management and information. Florida’s dissolution statutes and fiduciary duty claims are the usual starting points.
• Deadlocked Ownership: Two 50/50 owners, or evenly split factions, cannot agree on anything and the business stalls. Deadlock is an express ground for judicial dissolution of an LLC when irreparable injury is threatened or occurring, and a shareholder agreement may already contain a deadlock sale procedure.
• Buyouts and Fair Value Fights: When one side wants out, the price becomes the whole case. Corporations facing a dissolution petition can elect to buy the petitioner’s shares at fair value, and valuation experts frequently drive the result.
• Missing or Diverted Company Money: Unpaid distributions, commingled accounts, personal expenses run through the company, and managers who cannot account for funds. We pursue an accounting, breach of fiduciary duty, and recovery, and we seek emergency relief when assets are being moved.
• Breach of Shareholder or Operating Agreements: Violations of transfer restrictions, buy-sell triggers, non-compete terms, capital call provisions, or voting rules. Written agreements generally carry a five-year limitations period in Florida, so the clock matters.
• Family Business Conflicts: Siblings who inherited shares together, parents and children who disagree about succession, and in-laws with ownership stakes. These cases need discretion alongside firm financial protection.
• Judicial Dissolution and Court-Supervised Wind-Downs: When the company cannot function, a court can dissolve it, appoint a receiver or custodian after a hearing, and supervise liquidation.
• Company-Owned Real Estate: Shareholders who also co-own the building or land may need partition, quiet title, or lease litigation running alongside the corporate case.

What to Do Right Now if You Suspect Your Co-Owners Are Working Against You

Start with documents, because everything else depends on them. Pull together the articles of incorporation or organization, any shareholder agreement, operating agreement, or buy-sell agreement, your stock certificates or membership records, tax returns, and whatever financial statements you have received. If you have a right to inspect company books and records, use it, and keep a record of every request and every refusal. Do not take anything you are not entitled to access, and do not delete or alter anything. Courts take a dim view of self-help.

Next, read your agreements for a deadlock sale clause, a mandatory mediation or arbitration clause, and any buyout formula. Under Florida’s LLC statute, a deadlock sale provision that is started before the court finds grounds for dissolution applies in place of a judicial dissolution order. On the corporate side, filing for judicial dissolution does not take away your right to start an available deadlock sale under a compliant shareholder agreement. These provisions can decide the whole path of the case, so find out what yours says before you take any step.

Watch your timing. A written-contract claim in Florida generally must be filed within five years, an oral contract claim within four, and a fraud claim within four years of discovery, subject to an outer limit of twelve years. A claim against a professional such as an accountant or lawyer for malpractice runs two years from when it was or should have been discovered. If money is leaving the company right now, speed matters more than any of these outer limits, because a court can issue injunctions and appoint a receiver or custodian to preserve assets.

Where you file depends on the company and the amount at stake. Disputes above the county court ceiling belong in circuit court. Palm Beach County cases are heard in the Fifteenth Judicial Circuit, with the main courthouse in West Palm Beach and a South County courthouse in Delray Beach. Broward County cases go to the Seventeenth Judicial Circuit, which includes a complex business division that handles, among other things, dissolution of certain business entities and large business litigation. Cases can be directly filed into that division through the procedure set by administrative order. Federal court in the Southern District of Florida, which sits in West Palm Beach and Fort Lauderdale, can come into play when the parties are from different states and the jurisdictional requirements are met.

Finally, avoid the mistakes we see most. Do not confront a co-owner by email with accusations you cannot support. Do not stop performing your own duties to the company, which hands the other side an argument. Do not sign a “resignation” or an amended agreement without having it reviewed. And do not assume the other shareholders are the only ones with options; a calm, documented demand through counsel often opens a negotiated exit before anyone files.

How Florida Courts Handle Corporate and LLC Dissolution and Buyouts

Corporations and LLCs are governed by different statutes, and the difference shapes strategy. For a corporation, a circuit court can dissolve the company or order another remedy in a proceeding brought by a shareholder on the statutory grounds, including where the business has been abandoned and not wound up within a reasonable time. Once a shareholder files on certain grounds, the corporation must notify the other shareholders within 30 days that they can avoid dissolution by electing to purchase the petitioner’s shares at fair value. If the parties agree on 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 finds it equitable to set it aside or modify it, so the decision to make or accept one should never be casual.

For an LLC, a member or manager can seek dissolution when activities are being conducted unlawfully, when it is not reasonably practicable to carry on the business in line with the articles and operating agreement, when controlling members or managers are acting illegally or fraudulently, when assets are being misappropriated or wasted to the company’s injury, or when the owners are deadlocked and irreparable injury is threatened or occurring. After a showing of sufficient merit, the court can appoint a receiver or custodian or order a purchase of the petitioning member’s interest, and it must hold a hearing after notice before appointing a receiver or custodian.

During a dissolution case, the court can also issue injunctions, preserve company assets, and let the business keep operating until a full hearing. That interim protection is often the most valuable part of the case, because a minority owner whose partner is draining accounts cannot wait for a trial date.

Most shareholder disputes never reach a verdict. Mediation and arbitration are common, and the strongest settlement positions come from having done the real work: understanding the financials, the agreements, and what a judge would likely order. We prepare each matter with trial in mind and settle when settlement serves the client.

Questions Shareholders Ask Us

What is the difference between a shareholder dispute and a business divorce?

A business divorce is the broader term for separating co-owners of any entity. A shareholder dispute is typically a business divorce or conflict inside a corporation, while LLC and partnership disputes involve members and partners. The remedies overlap, but the governing statutes differ.

Can a court force the company to buy my shares?

Not automatically. In a corporate dissolution proceeding, the buyout mechanism runs the other way: the corporation or the remaining shareholders may elect to purchase the petitioner’s shares at fair value to avoid dissolution. In an LLC case, a court can order a purchase of the petitioning member’s interest after finding the statutory grounds. Your agreements may also set a buyout price or process.

What counts as breach of fiduciary duty by a majority shareholder?

Self-dealing, diverting company opportunities or funds, paying insiders unjustified compensation, and concealing information from other owners are common examples. Whether a duty exists and how far it extends depends on the entity, the owner’s role, and the agreements.

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

A claim founded on a written instrument generally has a five-year limitations period in Florida. Oral or implied contract claims have four years, and fraud claims have four years from discovery with a twelve-year outer limit. Because different claims in the same case carry different deadlines, do not assume the longest one governs.

Can I get emergency relief if a partner is moving company money?

Yes, where the facts justify it. Florida courts can issue temporary injunctions and, after a hearing, appoint a receiver or custodian to protect assets. The firm regularly seeks early and emergency injunctive relief for clients in these situations.

Is it worth hiring a lawyer if I only own a small percentage?

Often yes, because minority owners are the ones most exposed to being shut out, and your agreement may contain rights you do not know about. A review of your documents can tell you quickly whether a negotiated exit, a buyout demand, or a court filing makes sense relative to the value of your stake.

Does a shareholder agreement with a deadlock sale clause stop me from going to court?

It can change the order of operations. A compliant deadlock sale provision that is initiated and carried through may apply instead of a judicial dissolution order, and starting a dissolution case does not necessarily forfeit your right to use an available deadlock mechanism. The exact wording and timing control the outcome.

How long does a shareholder dispute take in Palm Beach or Broward County?

It varies widely. A negotiated buyout can wrap up in months, while a contested case with valuation experts and a bench trial takes substantially longer. Palm Beach County assigns cases to differentiated tracks, and Broward’s complex business division manages larger business disputes. We give clients a realistic read on timing once we have seen the documents.

Can I handle this from New York or New Jersey?

Yes. We represent clients from New York, New Jersey, and Connecticut who own interests in South Florida businesses and property. We attend the Florida hearings, keep you informed at each stage, and schedule calls at times that work for you.

What if the company owns real estate and we also disagree about the property?

Those disputes can run in parallel. Co-owners of real estate can seek partition in a Florida court, either dividing the land or ordering a sale and dividing the proceeds, and title problems may call for a quiet title action. We handle both alongside the corporate claims.

Do you work with other attorneys on shareholder cases?

Yes. A significant share of our practice comes from referrals, including out-of-state attorneys whose clients have Florida disputes and Florida lawyers who do not handle business litigation. We keep referring counsel informed throughout and respect their relationship with the client.

Serving Shareholder Dispute Clients Across Boca Raton and South Florida

We represent clients in Boca Raton and throughout Palm Beach County, including West Palm Beach, Delray Beach, Boynton Beach, Lake Worth Beach, Palm Beach Gardens, Jupiter, Wellington, Royal Palm Beach, Greenacres, Lantana, Highland Beach, Palm Beach, and the surrounding communities. In Broward County, our reach includes Fort Lauderdale, Deerfield Beach, Pompano Beach, Coral Springs, Parkland, Plantation, Hollywood, Davie, Sunrise, Weston, and neighboring towns.

Shareholder disputes follow the businesses, so we also work with owners who live elsewhere. Clients from New York, New Jersey, and Connecticut with companies or real estate in South Florida rely on us for the local filings and appearances, whether the case is in a Palm Beach County or Broward County circuit court or, where appropriate, in federal court in the Southern District of Florida.

Talk to a Boca Raton Shareholder Dispute Lawyer About Your Options

If your co-owners are shutting you out, mishandling company funds, or leaving you in a deadlock that is eroding the value of your stake, the time to get your documents reviewed is before the other side moves. The Andrew M. Schwartz Legal Team can explain which Florida remedies fit your entity and your agreements and what a realistic path looks like. Call to speak with a Boca Raton shareholder dispute lawyer and schedule a consultation about your situation.