Pembroke Pines Shareholder Dispute Attorney

The Andrew M. Schwartz Legal Team represents business owners, investors, and family members in South Florida who have reached a breaking point with the people they own a company with. For clients in Pembroke Pines and across Broward County, our firm handles shareholder dispute cases involving frozen-out minority owners, deadlocked boards, missing company money, and disagreements over who gets to buy whom out.

Pembroke Pines has a deep base of closely held companies: medical and dental practices, contractors, restaurant groups, import and logistics operations, and real estate holding companies run by relatives or longtime friends. When two or three people own everything, a falling out does not stay on the sidelines. Salaries stop, bank signatures stall, and one owner may quietly start running the company as if the others did not exist.

Shareholder disputes tend to be won or lost on documents and timing. What the shareholder agreement says about transfers and buyouts, what the corporate records show about distributions, and how fast someone moves to stop assets from leaving the company can matter more than any single argument made at trial.

Where Shareholder Disputes in Pembroke Pines Actually Come From

• Minority Shareholder Freeze-Outs: Majority owners cut a minority holder out of meetings, stop paying distributions, remove the person from payroll, or refuse access to the books. Florida law gives shareholders remedies when those in control act illegally, fraudulently, or in ways that harm the company.
• Breach of Fiduciary Duty: Officers and directors owe duties to the corporation and its shareholders. Self-dealing contracts, paying family members inflated salaries, and steering opportunities to a side business are common triggers.
• Missing or Diverted Funds: Unexplained withdrawals, personal expenses run through the company, commingled accounts, and refusal to produce financial records. These cases often call for an accounting and fast action to freeze assets.
• Board Deadlock: Two equal owners who cannot agree on anything can leave a company unable to sign a lease, hire, or pay a vendor. Deadlock can support judicial dissolution when it threatens irreparable harm.
• Buyout and Valuation Fights: Even when everyone agrees someone should leave, the price is the battleground. Fair value, discounts, goodwill, and the date of valuation are routinely contested.
• Shareholder Agreement Breaches: Transfer restrictions, rights of first refusal, non-compete clauses, buy-sell triggers, and deadlock sale provisions all produce litigation when one side ignores them.
• Family Business Splits: Siblings who inherited shares, parents and children with different plans, and in-laws holding stock face the same legal questions as any other owners, with far more emotion attached.

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

The Andrew M. Schwartz Legal Team is a business and real estate litigation firm serving Pembroke Pines, Fort Lauderdale, and the rest of Broward County, along with Boca Raton, West Palm Beach, and Palm Beach County. We represent shareholders, LLC members, partners, and families in business divorces, partnership disputes, contract litigation, and emergency injunction proceedings. We also work with clients from New York, New Jersey, and Connecticut who hold business or real estate interests in South Florida, handling the local court appearances so they are not traveling for every hearing.

Andrew M. Schwartz, the firm’s founder, was admitted to The Florida Bar in 1989 and has spent 37 years in litigation, building his career around complex contract disputes, business divorces, and conflicts among partners, LLC members, and shareholders. He earned his undergraduate degree at Emory University and his law degree at the University of Miami. 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.

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. Our attorneys are comfortable in mediation and arbitration as well as the courtroom, and we aim for the resolution that fits the client’s goals and budget rather than stretching a case out for its own sake. Much of our work also comes from other attorneys who refer us business disputes they do not handle themselves.

On the trial side, after a five-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. That result reflects the kind of document-driven, detail-heavy preparation shareholder cases demand.

What Florida Law Gives a Shareholder to Work With

Florida’s corporate statutes provide a menu of remedies, and picking the right one early shapes everything that follows. A circuit court can dissolve a corporation or order an alternative remedy, and a shareholder can petition on grounds that include a corporation that has abandoned its business and failed to wind up within a reasonable time. Once a petition under the main dissolution statute is filed, the court has real power to preserve the company: it can issue injunctions, appoint a receiver or custodian while the case proceeds, and take other steps to protect corporate assets.

There is also a built-in pressure valve. When a shareholder petitions for dissolution on the covered grounds, the corporation, or if it does not act, one or more other shareholders, may elect to buy all of the petitioner’s shares at fair value. The corporation has 30 days from the start of the case to notify the other shareholders that they can avoid dissolution this way. 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, so deciding whether to elect, and at what price, is a serious strategic call.

Deadlock sale provisions in a shareholder agreement deserve a close look. Filing for judicial dissolution on certain grounds does not take away a shareholder’s right to start an available deadlock sale under a compliant agreement. Whether that contractual route helps or hurts you depends on the drafting.

If the company is an LLC rather than a corporation, a separate statute governs. Members or managers can seek judicial dissolution where activities are conducted unlawfully, it is not reasonably practicable to operate under the operating agreement, controlling members are acting illegally or fraudulently, assets are being misappropriated or wasted, or the owners are deadlocked and irreparable injury is threatened. The court may appoint a receiver or custodian after notice and a hearing, or order a buyout of the petitioning member’s interest.

What to Do Now If You Are in a Shareholder Dispute

Start by securing information while you still have access to it. Pull the articles of incorporation, bylaws, shareholder agreement, stock ledger, meeting minutes, tax returns, and any buy-sell agreement. If you are an officer or director, preserve company financial statements and bank records you are entitled to see. Do not take documents you have no right to, because that can hand the other side a counterclaim. Do not delete emails or messages, and do not move company money yourself, even in the name of protecting it.

Next, read your agreement for dispute resolution terms before anyone files anything. Many shareholder agreements require mediation or arbitration first, set notice periods, or fix a valuation formula. Missing a required step can cost you leverage.

Watch the clock. Florida gives five years to sue on a written contract, which covers most shareholder and buy-sell agreement claims, and four years for contract claims not based on a written instrument. Fraud claims run four years from discovery, with an outer limit of 12 years. Specific performance actions have only one year, a deadline that catches people off guard in buyout disputes where a seller backs out.

Where the case is filed matters. Pembroke Pines sits in Broward County, so disputes generally belong in the Seventeenth Judicial Circuit, which sits in and for Broward County. The circuit has 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 it under the circuit’s administrative order. Circuit court is the proper forum for claims above the county court limit. Federal court in Fort Lauderdale comes into play only where federal jurisdiction exists.

If money is leaving the company right now, tell your attorney immediately. Emergency injunctive relief can freeze accounts, halt a transfer of property, or stop a sale while the case is pending, and it is far easier to prevent a loss than to chase assets after they are gone.

Real Estate Held Through the Company

Many Pembroke Pines closely held companies own the building they operate from or investment property on the side. When owners split, that property becomes a second front. Co-owners can ask a Florida court for partition, which divides the land or, when division is not practical, orders a sale at public auction with proceeds shared by ownership interest. The court typically appoints three commissioners to evaluate whether the land can be divided fairly. If the property came down through a family, special rules for heirs property can apply and favor partition in kind or a buyout over a forced sale. Title problems, such as competing ownership claims, can be cleared through a quiet title action, which requires showing a chain of title going back at least seven years unless the court orders otherwise.

Shareholder Dispute Questions We Hear

What counts as a shareholder dispute?

Any conflict among owners of a corporation over control, money, duties, or the future of the company. It can involve oppression of a minority holder, breach of fiduciary duty, a stalled board, unpaid distributions, or a disagreement over buying someone out.

Can a minority shareholder force the company to buy their shares?

Not automatically. Florida’s dissolution statute lets a petitioning shareholder start a case, and the corporation or other shareholders can then elect to buy the petitioner out at fair value. Whether a buyout is available outside that process depends on your shareholder agreement.

What is a business divorce?

The separation of co-owners, resolved through a negotiated buyout, a sale of the business, a structured wind-down, or court-ordered dissolution when the owners cannot agree.

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

Five years for claims founded on a written agreement. Oral or implied agreements generally carry four years, and specific performance claims only one year. The date a claim accrues can be disputed, so do not wait to find out.

Can I see the company’s books and records?

Shareholders generally have inspection rights under Florida corporate law, though the scope depends on your status and the purpose of the request. A refused request is often an early sign of a larger problem and can support further claims.

What if my partner is taking money from the company?

Claims can include breach of fiduciary duty, conversion, an accounting, and recovery of funds. A court can also order injunctive relief to stop money or property from being moved or spent while the case is pending.

Does every shareholder dispute end up in court?

No. Many resolve through negotiation, mediation, or arbitration, and some agreements require those steps first. We pursue whichever route is most likely to achieve your goals efficiently.

What is a deadlock sale provision, and can it override a court case?

It is a contract mechanism, often a buy-sell or shoot-out clause, that lets owners break a stalemate by one side naming a price and the other buying or selling. Under Florida law, filing for judicial dissolution on certain grounds does not cancel your right to start one if the agreement qualifies.

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

Yes. Florida courts can appoint a receiver or custodian in dissolution proceedings after notice and a hearing, and can issue injunctions to preserve assets. This is usually reserved for situations where the company or its assets are genuinely at risk.

I live in New York or New Jersey and own shares in a Pembroke Pines company. Do I have to be there for the case?

Not for every step. We handle the Florida court appearances and proceedings, keep you informed throughout, and schedule calls at times that work for you.

Is it worth hiring a lawyer if my ownership stake is small?

Often yes, because the size of the stake is not the whole picture. Records access, a negotiated exit, or stopping ongoing misuse of company funds may be worth far more than the paper value of the shares, and early advice can keep a smaller problem from growing.

Serving Shareholder Dispute Clients Across Pembroke Pines and South Florida

We represent business owners throughout Pembroke Pines, from the neighborhoods around Pines Boulevard and Flamingo Road to the commercial corridors serving the western part of the city. Our Broward County work extends to Miramar, Hollywood, Davie, Cooper City, Weston, Plantation, Sunrise, Hallandale Beach, Dania Beach, Coral Springs, Parkland, Margate, Coconut Creek, Deerfield Beach, and Fort Lauderdale. In Palm Beach County we serve Boca Raton, Delray Beach, Boynton Beach, West Palm Beach, and neighboring communities. We also work with out of state owners from New York, New Jersey, and Connecticut whose partners or co-owners are here in South Florida.

Talk With a Pembroke Pines Shareholder Dispute Lawyer

If a co-owner is shutting you out, draining company funds, or refusing to deal fairly on a buyout, the early decisions you make will shape your options. Our Pembroke Pines shareholder dispute lawyer team can review your agreement, the company records, and the conduct at issue, and explain whether negotiation, a buyout election, dissolution, or emergency court relief fits your situation. Call the Andrew M. Schwartz Legal Team to schedule a consultation.