Coconut Creek Shareholder Dispute Attorney

A co-owner who stops sharing financial information, takes an unexplained draw, or votes you out of a role you held for years leaves you with a small number of real decisions to make, and most of them are time-sensitive. The Andrew M. Schwartz Legal Team handles business and real estate litigation for owners, investors, and families across Palm Beach County and Broward County, and our work as a Coconut Creek shareholder dispute attorney team centers on the conflicts that arise when people who own a company together can no longer agree on how to run it.

Coconut Creek sits in northern Broward County, so the courts that matter most for a corporation or LLC fight here are the Seventeenth Judicial Circuit, which sits in and for Broward County, and, when a related property or party sits across the county line, the Fifteenth Judicial Circuit in Palm Beach County. Many local companies are closely held: contractors, medical and dental practices, restaurants, distribution businesses, and real estate holding entities with two to five owners. In companies like these, there is rarely a board that can referee. The shareholder agreement, the bylaws, and Florida statute are what decide who wins.

The first decision is usually not whether to sue. It is whether you want out, want the other owner out, or want the business preserved and the misconduct stopped. Those three goals lead to very different filings, and choosing the wrong one early can cost leverage you cannot get back.

What Kind of Shareholder Dispute Are You Actually In?

Shareholder disputes tend to fall into recognizable patterns, and naming yours correctly is the starting point for any strategy. The categories below are the ones our Coconut Creek business litigation attorneys see most often.

• Minority Shareholder Oppression: A majority owner cuts the minority out of decisions, stops paying distributions while paying himself or herself salary and perks, or removes the minority owner from employment. Florida courts can order remedies including a court-supervised buyout of the minority holder’s shares.
• Deadlocked Ownership: Two 50 percent owners cannot agree and nothing gets decided. Hiring, spending, contracts, and banking can all freeze. Some shareholder agreements contain a deadlock sale mechanism, and whether one exists changes the entire approach.
• Diverted or Missing Company Funds: A partner pays personal expenses through the company, moves money to a side entity, or cannot explain where receipts went. Claims include breach of fiduciary duty, an accounting, conversion, and recovery of the money.
• Buyout and Valuation Fights: Owners agree someone should leave but not on what the shares are worth. Fair value, discounts for minority or lack of marketability, and the treatment of goodwill are frequent battlegrounds.
• Breach of the Shareholder or Operating Agreement: Violations of transfer restrictions, non-compete or non-solicit terms, consent requirements for major decisions, or capital contribution obligations. These cases turn on the exact wording of the document.
• Family Business Splits: Siblings who inherited stock together, parents and children with different plans, or spouses and in-laws sharing ownership. Emotion runs high, and the company often depends on the people who are fighting.
• Judicial Dissolution: When a business has been abandoned, assets are being wasted, or the owners are hopelessly split, a circuit court can dissolve the entity or order another remedy, including appointing a receiver or custodian.

Why Choose the Andrew M. Schwartz Legal Team for a Shareholder Dispute

The Andrew M. Schwartz Legal Team represents business owners, investors, and families in some of South Florida’s most contested business and real estate disputes. Founder Andrew M. Schwartz has spent 37 years in litigation, was admitted to The Florida Bar in 1989, and has built his career around complex contract disputes, business divorces, and conflicts among partners, LLC members, and shareholders. He earned his undergraduate degree from Emory University and his law degree from the University of Miami. Senior Counsel Sundeep Nath, a Northwestern-trained litigator, brings years of experience in business and real estate cases in both state and federal courts.

The firm works as a true legal team, meaning everyone assigned to your file knows it and can answer when you call. There is a strict 24 hour return call policy when we are in court or otherwise unavailable, and conference calls are scheduled at times that work for you. Our attorneys are experienced in mediation and arbitration as well as courtroom litigation, and we look for the resolution that fits your goals and budget rather than prolonging a case.

On the trial side, the firm recently obtained a 32-page final judgment from the Broward County Circuit Court after a 5-day bench trial, awarding our client specific performance of a commercial real estate contract. That result reflects the kind of document-heavy, detail-driven litigation shareholder cases demand, where the outcome often depends on precisely what the agreement says and how the parties actually behaved. Past results do not guarantee any particular outcome, but they show how we prepare.

Remedies Florida Law Puts on the Table for Corporate Owners

For corporations, a circuit court can dissolve the company or order a different remedy when grounds are shown, including a shareholder’s petition where the business has been abandoned and not liquidated within a reasonable time. Florida also builds a buyout path into these proceedings. When a shareholder petitions on the statutory grounds, the corporation can elect, or if it does not, one or more of the other shareholders can elect, to buy all of the petitioner’s shares at fair value. Within 30 days of the start of such a case, the corporation must notify the other shareholders that they may avoid dissolution by electing to purchase. 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 finds it equitable to set it aside or modify it.

That structure matters strategically. A petition for dissolution is often less about ending the company than about forcing a valuation conversation. A shareholder who files knowing the other side may elect to buy has effectively created a path to exit at fair value, and a majority owner who would rather keep the business must be ready to pay for it.

If your company is an LLC, the governing statute is different. A member or manager can seek judicial dissolution when, among other grounds, the owners are deadlocked and irreparable injury to the company is threatened or occurring, when assets are being misappropriated or wasted, or when it is not reasonably practicable to operate in line with the articles and operating agreement. On a showing of sufficient merit, the court can appoint a receiver or custodian after a hearing with notice to the parties, or order a purchase of the petitioning member’s interest. One wrinkle: if the operating agreement contains a deadlock sale provision that is initiated before the court finds deadlock grounds, that contractual mechanism governs instead of a dissolution order or a court-ordered buyout. Reading your agreement before you file is not optional.

While a case is pending, courts can also act to preserve what is at stake. In a corporate dissolution proceeding, a judge may issue injunctions, appoint a receiver or custodian, preserve assets, and keep the business running until a full hearing. When money is leaving the company, we pursue that kind of emergency relief alongside the underlying claims.

What to Do Right Now if Your Co-Owner Has Become the Problem

Start by gathering the documents that define your rights: the articles of incorporation or organization, bylaws, shareholder or operating agreement, any buy-sell agreement, stock certificates or ledger, and amendments. Many owners discover only after a falling-out that the agreement they signed years ago contains a mandatory mediation clause, a fee-shifting provision, a venue clause, or a buyout formula. Those terms shape what you can file and where.

Next, secure the financial picture while you still have access. Tax returns, bank statements, general ledgers, payroll records, loan documents, and distribution history are what prove diverted funds or oppression. Do not take records you are not entitled to see, and do not log into accounts you have been locked out of. A shareholder generally has inspection rights, and those rights can be enforced. Improvised self-help can hand the other side a counterclaim.

Watch the clock. Florida gives five years to sue on a claim founded on a written instrument such as a shareholder or operating agreement, and four years on contract claims that are not based on a writing. Fraud claims carry a four-year period running from discovery, with an outer limit of 12 years. A claim for specific performance has a one-year period. Because the right deadline depends on how the claim is framed, a delay that feels harmless can quietly shorten your options.

Avoid the common mistakes. Do not sign a buyout, resignation, or “clean break” document drafted by the other side without having it reviewed. Do not stop performing your own obligations, since that can give the other owner a breach claim of his or her own. Do not threaten your co-owner by text or email in ways that will be read aloud in a courtroom later. And do not assume the dispute belongs in a lower court because the number sounds modest. County courts hear damages claims up to a set ceiling that is adjusted periodically, but entity dissolution, injunctions, and equitable claims belong in circuit court.

For a Coconut Creek company, a case will typically be filed in the Seventeenth Judicial Circuit for Broward County. That circuit has a complex business division that handles dissolution of certain business entities and large business litigation, and a case can be directed there only through the procedure the circuit’s administrative order sets out. If federal jurisdiction is present, the U.S. District Court for the Southern District of Florida covers Broward and Palm Beach Counties and holds court in Fort Lauderdale and West Palm Beach. Companies with ties to both counties may have a choice of venue, and that choice is worth making deliberately.

When the Dispute Includes Real Estate

Many closely held companies in this part of South Florida hold property, and many shareholder fights end up touching it. If owners hold land individually or through an entity and cannot agree on its fate, Florida law allows a partition action in the circuit court, either dividing the property or, when division would prejudice the owners, ordering a sale at public auction with proceeds shared by ownership interest. Commissioners are appointed to evaluate whether a division is workable. Where family-inherited property is involved, Florida’s heirs property rules can change the process and add protections for relatives who hold title together. We also handle title disputes and quiet title actions when competing ownership claims cloud a property.

Shareholder Dispute Questions We Hear From Coconut Creek Owners

Can a majority shareholder legally freeze me out of the company?

A majority generally controls ordinary decisions, but control does not erase fiduciary duties or the minority’s statutory rights. Excluding you from information, ending your employment to cut off income while paying insiders, or diverting value away from you can support claims for breach of fiduciary duty, an accounting, and in some cases court-ordered remedies including a buyout of your shares.

What does “fair value” mean in a buyout?

In a court-supervised buyout of a petitioning shareholder’s stock, the purchase is at fair value, which is not necessarily what a stranger would pay on the open market. Disputes usually center on whether discounts apply for minority status or lack of marketability, how to treat goodwill, and which financial methods the appraisers use. This is often the most expensive issue in the case.

What if our shareholder agreement has a buy-sell or deadlock clause?

That clause may control. A properly drafted shareholder agreement can set a procedure and price formula for an exit, and Florida law recognizes the right to start a contractual deadlock sale even while a dissolution case is pending. Whether the clause is enforceable, and whether a particular step has been triggered, depends on the language.

How long do I have to file a claim?

It depends on the claim. A suit on a written agreement carries a five-year period, an oral or implied contract carries four years, fraud carries four years from discovery with a 12-year cap, and specific performance carries one year. Because a single dispute can include several claims, each with its own clock, it is wise to have the facts reviewed early.

Can a court appoint someone to run the company while we fight?

Yes, in appropriate cases. In dissolution proceedings the court can appoint a receiver or custodian after notice and a hearing, and can issue injunctions to preserve assets. These are significant interventions that courts reserve for situations where waste, misappropriation, or paralysis is shown.

My partner is moving money out of the business. Can I stop it before the case ends?

Often you can ask the court for emergency injunctive relief to prevent assets from being moved or spent while the case is pending. Courts want evidence, not suspicion, so documentation of the transfers makes a real difference.

We are family. Is that treated differently?

The legal rules are the same, but the practical approach is not. We handle family business disputes with discretion and look hard at structured buyouts, mediation, and phased transitions that protect both the relationships that can be saved and the client’s financial position.

Does every shareholder dispute end up in a trial?

No. Many resolve through negotiation, mediation, or arbitration, especially when an agreement requires it. Filing suit can still be what brings the other side to the table, so litigation readiness and settlement strategy usually run side by side.

Can I bring a case here if the other owners live out of state?

Often yes, since the company, the property, or the conduct may be tied to Broward County. The right forum depends on where the entity is organized, what the agreement says about venue, and where the parties can be served. We regularly work with clients from New York, New Jersey, and Connecticut who hold interests in South Florida companies, and we handle local court appearances so they do not need to travel for every hearing.

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

It can be. Small stakes in valuable companies, or small stakes combined with clear misconduct, can justify action, and a short consultation can show whether your rights are stronger than you assumed. We aim for resolutions that make economic sense rather than fees that outrun the value of the claim.

Does another attorney’s referral change how you work with me?

No. A meaningful part of our practice comes from referrals by other lawyers, including out-of-state attorneys whose clients have Florida disputes. We keep referring counsel informed and respect that attorney’s relationship with the client.

Serving Shareholder Dispute Clients From Coconut Creek Across South Florida

Our work extends through Fort Lauderdale and the rest of Broward County, and north into Palm Beach County, where we serve clients in Boca Raton, Delray Beach, Boynton Beach, West Palm Beach, and surrounding communities. Whether the company operates out of a Broward business park or a Palm Beach County office, and whether the owners live locally or in the tri-state area, we handle the Florida proceedings and keep clients informed at each stage.

Speak With a Coconut Creek Shareholder Dispute Lawyer

If a co-owner’s conduct is putting your investment, your income, or your company at risk, speaking with a Coconut Creek shareholder dispute lawyer early gives you more options than waiting does. The Andrew M. Schwartz Legal Team will review your agreements, explain where you stand, and lay out a path that fits your goals, whether that is a negotiated exit, a court-supervised buyout, or litigation. Call us to schedule a consultation.