Delray Beach Shareholder Dispute Attorney

The Andrew M. Schwartz Legal Team represents business owners, investors, and families in Delray Beach and across Palm Beach County and Broward County whose companies have been pulled apart by disagreements among the people who own them. For a Delray Beach shareholder dispute attorney matter, that usually means a minority shareholder who has been shut out of decisions, a co-owner who cannot explain where company money went, or a family-held corporation where control has become a standoff.

Shareholder disputes differ from ordinary contract fights in one important way: the people on the other side are still your co-owners. They may hold the corporate books, run the bank accounts, and set salaries, all while you hold shares that cannot easily be sold. Florida’s corporation statutes give a shareholder real tools in that position, including a court-supervised dissolution, a court-ordered buyout at fair value, and emergency relief that freezes assets while the case is pending. Knowing which tool fits your facts is most of the battle.

Delray Beach has plenty of closely held companies: restaurants and retail on and around Atlantic Avenue, medical and professional practices, real estate holding companies, and family businesses that have passed from one generation to the next. Those are exactly the kinds of corporations where shareholder agreements are thin, informal, or ignored, and where a falling-out can freeze the company’s operations.

Shareholder Dispute vs. Partnership or LLC Dispute: Why the Entity Type Changes Everything

People often use “partner dispute,” “member dispute,” and “shareholder dispute” interchangeably, but Florida treats them under different statutes with different remedies. If your company is a corporation, your rights come from the Florida Business Corporation Act and from whatever shareholder agreement you signed. If it is an LLC, the operating agreement and the Florida Revised LLC Act control. A general partnership is a different animal again. The first thing we do is confirm what entity you actually own a piece of, because owners are sometimes wrong about this, especially in older companies that were formed by a bookkeeper or a prior lawyer.

For a corporation, a court can dissolve the company on petition of a shareholder in several situations, including when the corporation has abandoned its business and failed within a reasonable time to wind up, distribute assets, and dissolve. The statute also contemplates other remedies short of dissolution. That matters because dissolution is often a bargaining position rather than the end goal. Once a shareholder files for dissolution under the relevant provision, the corporation itself, or the other shareholders, may elect to buy out the petitioner’s shares at fair value. Within thirty days of the filing, the corporation must notify the other shareholders that they can avoid dissolution by making that election. If the parties agree on fair value and terms within sixty 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 a buyer who elects without understanding the valuation exposure can be locked in.

LLC cases have their own grounds. A member can ask a circuit court to dissolve the company when members or managers are deadlocked and irreparable injury is threatened, when assets are being misappropriated or wasted, when those in control have acted or are expected to act illegally or fraudulently, or when it is not reasonably practicable to carry on the business under the articles and operating agreement. In those proceedings the court can appoint a receiver or custodian after a hearing, or order a purchase of the petitioning member’s interest. We handle the full range of partnership disputes and corporate dissolution matters, and we choose the framework based on the entity you hold, not the label you use.

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

The Andrew M. Schwartz Legal Team is a business litigation firm serving Delray Beach, Boca Raton, West Palm Beach, Fort Lauderdale, and the rest of Palm Beach County and Broward County, along with clients from New York, New Jersey, and Connecticut who hold business or real estate interests in South Florida. We also handle temporary and permanent injunctions, which frequently matter in shareholder cases where assets or records are at risk.

Founder Andrew M. Schwartz was admitted to The Florida Bar in 1989 and has spent 37 years in litigation, with a career built around 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. Sundeep Nath, Senior Counsel, is a Northwestern-trained litigator with years of experience in business and real estate cases in both state and federal courts. That matters here because shareholder disputes sometimes belong in federal court, and the Southern District of Florida covers both Palm Beach and Broward Counties.

The firm works as a true legal team, so everyone on a matter knows the file. We keep a strict 24 hour return call policy, and we are experienced in mediation and arbitration as well as courtroom litigation. That range shows in results. In a recent matter, after a 5-day bench trial, the Broward County Circuit Court issued a 32-page final judgment awarding our client specific performance of a commercial real estate contract. We mention it because shareholder disputes, like that case, tend to turn on the precise wording of the agreements and on what the parties actually did, and we prepare with that level of detail. We also handle the local court appearances for out of state shareholders so they do not have to travel for every hearing, and we regularly work with referrals from other attorneys.

Situations We See in Delray Beach Shareholder Disputes

• Minority Shareholder Freeze-Outs: A majority holder stops calling meetings, withholds financial records, cuts the minority owner’s compensation, or removes them from the board. Whether that conduct is merely unfair or actually unlawful depends on the agreements and on the fiduciary duties the controlling owner owes.
• Deadlocked Ownership: Two equal shareholders cannot agree on a sale, a hire, a loan, or a distribution, and the business stalls. A shareholder agreement with a deadlock sale mechanism may control the outcome, and filing for dissolution does not erase a shareholder’s right to use that mechanism if the agreement complies with the statute.
• Missing or Diverted Company Money: Owners who cannot account for receipts, personal expenses run through the company, commingled bank accounts, or unpaid distributions. Remedies include an accounting, breach of fiduciary duty claims, recovery of funds, and emergency injunctive relief.
• Buyout and Valuation Fights: One side wants out, the other wants to keep the business, and the price is the problem. Fair value, discounts for minority or lack of marketability positions, and the treatment of goodwill are frequent battlegrounds.
• Breach of a Shareholder Agreement: Violations of transfer restrictions, right-of-first-refusal clauses, non-compete terms, or required approval thresholds. These cases turn on the exact contract language and how the parties treated it over the years.
• Family-Held Corporations: Siblings who inherited shares together, parents and children with different visions, or spouses and in-laws who share ownership. These cases require discretion alongside real financial protection.
• Shareholders Who Also Own Real Estate Together: Co-owners who hold both a company and the property it operates from. A parallel partition action or title dispute may be needed in addition to the corporate claims.

What to Do Right Now if You Are in a Shareholder Dispute in Delray Beach

Start by collecting the documents that define your rights: the articles of incorporation, bylaws, any shareholder agreement, stock ledger, buy-sell agreements, minutes, and every operating or financial record you can legitimately access. If you are a shareholder you have statutory inspection rights, but a written request creates a clean record if the company stalls. Do not take originals from the office or log into systems you no longer have authority to use; that can hand the other side a counterclaim. Copy what you are entitled to and note what you were refused.

Next, watch the clock. Florida’s limitations periods vary by claim. A claim founded on a written instrument, such as a shareholder agreement, generally must be brought within five years, while claims on oral or implied contracts carry four years. A fraud claim runs four years from discovery, subject to a twelve-year outer limit. An action for specific performance carries only a one-year period. A single dispute can include claims with very different deadlines, which is a good reason to have counsel look at the timeline early rather than late.

If you suspect money is leaving the company or assets are being transferred, say so to a lawyer immediately. Courts can issue injunctions, appoint a receiver or custodian, and take other steps to preserve corporate assets while a dissolution proceeding is pending, but those remedies depend on a prompt, well-documented showing. Waiting for a final accounting can mean waiting until there is nothing left to account for.

As for where the case is heard, shareholder and dissolution disputes in Palm Beach County are filed in the Circuit Court of the Fifteenth Judicial Circuit, and in Broward County in the Seventeenth Judicial Circuit. Delray Beach residents are served by a Palm Beach County courthouse in their own community, though larger business cases are typically managed through the circuit’s civil divisions. Broward’s Seventeenth Circuit also has a complex business division that handles large business litigation and the dissolution of certain business entities, and a case may be filed directly into it only by following the circuit’s administrative order and Form “B” procedure. Where the amount in controversy exceeds the county court limit, the circuit court has jurisdiction. Federal court is an option only when diversity or a federal question exists, and the Southern District of Florida sits in West Palm Beach and Fort Lauderdale.

Finally, avoid the common mistakes: confronting the other owner in writing before you understand your claims, signing a “standstill” or restructuring agreement under pressure, transferring or selling your shares informally, and letting months pass while the other side consolidates control. Many shareholder disputes resolve through negotiation, mediation, or arbitration, and we look for the path that serves your goals and budget rather than prolonging a case for its own sake.

Common Questions About Delray Beach Shareholder Disputes

What counts as a shareholder dispute?

It is any conflict among owners of a corporation over control, money, or the company’s future: exclusion from decisions, withheld records, unequal treatment, diverted funds, disputes over a buyout price, or breach of a shareholder agreement.

Can I force the company to buy my shares?

Not automatically. Florida law does not give a shareholder a blanket right to compel a purchase. However, when a shareholder petitions for judicial dissolution on qualifying grounds, the corporation or the other shareholders can elect to buy the petitioner’s shares at fair value to avoid dissolution. Your shareholder agreement may also contain buy-sell or put provisions that give you a contractual route.

What does “fair value” mean in a buyout?

It is the value of the shares determined in the buyout process, either by agreement or by the court if the parties cannot agree. If the parties settle on value and terms within sixty days after the first election to purchase is filed, the court enters an order on those terms. Valuation is often the most contested issue, and expert testimony is common.

Can a court dissolve my corporation?

Yes, in appropriate circumstances. A circuit court may dissolve a corporation on a shareholder’s petition on specified statutory grounds, including abandonment of the business without timely liquidation, or order another remedy. Courts often prefer lesser remedies where they will do the job, which is why the buyout election exists.

What if my company is an LLC and not a corporation?

Then the analysis shifts to the operating agreement and Florida’s LLC statute. Members can seek judicial dissolution for deadlock with irreparable harm, misappropriation or waste of assets, illegal or fraudulent conduct by those in control, or when it is not reasonably practicable to operate under the governing documents. The court can appoint a receiver or custodian or order a purchase of the petitioner’s interest.

Can a shareholder agreement override the court’s remedies?

Sometimes it affects them. A properly drafted deadlock sale provision that is initiated before a court determines that the deadlock ground exists can control in place of a dissolution order or a statutory buyout order. For corporations, filing for dissolution on certain grounds does not take away a shareholder’s right to use an available deadlock sale mechanism that complies with the statute.

How long do I have to sue?

It depends on the claim. A claim founded on a written agreement has a five-year period, oral or implied contract claims have four years, fraud runs four years from discovery within a twelve-year limit, and specific performance has a one-year period. These rules were not changed by the 2023 reduction of the negligence period to two years. Because one dispute often involves several claims, we evaluate each one separately.

Can I get an emergency order if money is disappearing?

Often yes, if you can show the need. Courts can issue injunctions, appoint a receiver or custodian during a dissolution proceeding, and take other steps to preserve corporate assets. A receiver or custodian requires notice and a hearing for the parties, so the quality and speed of your evidence matters.

I live in New York or New Jersey. Can you handle my Delray Beach case?

Yes. We regularly represent clients from New York, New Jersey, and Connecticut who own part of a South Florida business or property. We handle the local court appearances and proceedings and keep you informed so you can avoid traveling for every hearing.

Is it worth hiring a lawyer if the company is small?

Often more so, because small companies have the least paper and the most informal dealings, which makes early guidance valuable. Whether litigation is worth it depends on the value of your stake and the likely cost, and we are candid about that. Many small-company disputes settle through negotiation or mediation, and we aim for a cost-effective result rather than fees that outweigh good common sense.

Can I be bought out and also keep a claim for money that went missing?

It depends on how the buyout is documented. A release signed in a buyout can extinguish your claims, including ones you did not yet know about. Before you sign anything, have it reviewed against the claims you may hold for an accounting, breach of fiduciary duty, or recovery of diverted funds.

What happens if the same owners also hold real estate together?

Those disputes can run on parallel tracks. Co-owned property can be the subject of a partition action, where the court divides the property or orders it sold and divides the proceeds, and title problems can be addressed through quiet title proceedings. We coordinate these with the corporate claims so one does not undercut the other.

Serving Delray Beach Shareholder Dispute Clients Across South Florida

We represent shareholders from throughout Delray Beach, including the downtown Atlantic Avenue corridor, the beachside neighborhoods, and the communities west of the Intracoastal. From there our work extends north to Boynton Beach, Lantana, Lake Worth Beach, Palm Springs, Greenacres, Wellington, Royal Palm Beach, West Palm Beach, and Palm Beach Gardens, and south through Boca Raton, Highland Beach, and into Broward County at Deerfield Beach, Pompano Beach, Coral Springs, Parkland, Fort Lauderdale, and Plantation. Whether your corporation is a restaurant, a professional practice, a development company, or a family holding entity, we serve owners across Palm Beach County and Broward County, and we also work with clients from New York, New Jersey, and Connecticut whose co-owners are here in South Florida.

Talk With a Delray Beach Shareholder Dispute Lawyer Before the Dispute Hardens

If you are locked in a conflict with co-owners over control, money, or the future of your corporation, speaking with a Delray Beach shareholder dispute lawyer early gives you more options and protects against asset loss. Call the Andrew M. Schwartz Legal Team to discuss your situation. We will review your agreements, tell you where you stand, and recommend the most practical route, whether that is negotiation, mediation, or litigation.