Plantation Shareholder Dispute Attorney

A shareholder dispute rarely begins with a lawsuit; it usually begins with a missing distribution, a decision made without you, or a meeting you were never told about. The Andrew M. Schwartz Legal Team handles business and real estate litigation for owners, investors, and families, and a Plantation shareholder dispute attorney from this firm can step in when co-owners of a corporation can no longer agree on who controls the company, what it owes its owners, or whether it should continue at all. We represent clients in Plantation and across Broward County and Palm Beach County.

Shareholder conflicts in a closely held company are different from the ones in a public company. There is no market where an unhappy owner can quietly sell. Shares in a private corporation are hard to value, hard to sell, and often tied to a job, a family relationship, or a shareholder agreement written years ago when everyone was getting along. When the relationship breaks, the owner holding the minority stake can find that the company’s money, decisions, and future are in someone else’s hands.

Florida’s corporate statutes give shareholders real tools, including court-ordered dissolution, a buyout at fair value, injunctions, and the appointment of a receiver or custodian. Which of those tools fits depends on what was signed, what was done, and what you want at the end: to stay in, to be bought out, or to shut the company down.

Where Shareholder Disputes Come From

• Freeze-Outs of Minority Owners: A majority holder cuts a minority shareholder out of management, stops paying distributions, and keeps paying himself or herself through salary or perks. The claim often rests on breach of fiduciary duty and on what the shareholder agreement says about voting and compensation.
• Management Deadlock: Two equal owners cannot agree and the company stalls, with no one able to sign contracts, approve spending, or hire. Florida allows a shareholder to seek judicial dissolution in a deadlock, and a deadlock sale provision in a shareholder agreement may control how the standoff is resolved.
• Diverted or Unexplained Funds: Company money moves into an owner’s personal accounts, related entities, or undocumented loans. These cases involve claims for an accounting, recovery of the funds, and sometimes emergency relief to stop assets from being moved.
• Buyout and Valuation Fights: Owners agree someone should leave but not what the shares are worth. When a shareholder petitions for dissolution, the corporation or the other shareholders may elect to buy the petitioner’s shares at fair value, and the dispute shifts to valuation.
• Breach of the Shareholder Agreement: Transfer restrictions, rights of first refusal, non-compete terms, and buy-sell triggers are enforced as written. These cases turn on precise wording and on how the owners actually behaved.
• Family Business Disagreements: Siblings who inherited shares, parents and children with different plans, or in-laws holding stock together. The financial questions are the same, but the discretion required is greater.
• Abandoned or Wasted Companies: A corporation that has stopped operating but never liquidated, leaving shareholders with no distributions and no exit. A shareholder can ask the court to dissolve a corporation that has abandoned its business and failed to wind up within a reasonable time.

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

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 his 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. Senior Counsel Sundeep Nath, a Northwestern-trained litigator, brings years of business and real estate experience in both state and federal courts.

The firm works as a true team, so everyone on a file knows it and can answer when you call, and it keeps a strict 24 hour return call policy. Our attorneys are experienced in mediation and arbitration as well as courtroom litigation, which matters in shareholder cases because many end in a negotiated buyout rather than a trial. We look for the resolution that fits your goals and budget instead of stretching a case out for its own sake.

On the courtroom side, the firm secured a 32-page final judgment from a Broward County circuit court after a five-day bench trial, awarding our client specific performance of a commercial real estate contract. That result reflects the kind of detailed, document-driven litigation shareholder disputes demand. Referrals from other attorneys make up a significant part of our practice, and we handle local court appearances for out of state shareholders, including clients from New York, New Jersey, and Connecticut who hold stakes in South Florida companies.

What to Do When You Are Locked Into a Shareholder Conflict

Start by collecting the documents that define your rights: the articles of incorporation, bylaws, any shareholder agreement, minutes, stock certificates or ledgers, and every buy-sell or voting agreement. These determine whether you have a contractual exit, whether a deadlock sale provision exists, and what the other owners were permitted to do. Then gather the financial record: tax returns, financial statements, bank statements, and distribution history. If you suspect money is being diverted, preserve what you already have access to and do not alter or delete anything.

Pay attention to timing. A claim founded on a written instrument, such as a shareholder agreement, generally must be filed within five years. A claim on an oral or implied agreement has four years, and a fraud claim has four years from discovery, subject to an outer limit of 12 years. A suit seeking specific performance carries a one-year period, which surprises people. These periods run from when the claim accrues, so waiting to see whether things improve can quietly use up your time.

If you are a shareholder petitioning for dissolution, know what follows. Within 30 days after such a case starts, the corporation must notify the other shareholders that they can avoid dissolution by electing to purchase your shares at fair value. 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 the decision to petition has consequences on both sides. Filing for dissolution on certain grounds also does not extinguish your right to trigger a deadlock sale provision, where your agreement contains one.

If money or assets are at risk right now, the court can act before the case is decided. In a dissolution proceeding the court may issue injunctions, appoint a receiver or custodian, and take other steps to preserve corporate assets while the case proceeds. That relief is for situations where waiting would cause real harm, and it requires specific facts, so early legal review matters.

Where the case is filed depends on the amount at stake and the nature of the claim. Disputes above the county court ceiling belong in circuit court. Broward County cases are heard in the Seventeenth Judicial Circuit, which has complex business divisions that handle, among other things, dissolution of certain business entities and large business litigation. A case can be filed directly into a complex division through the procedure set out in the circuit’s administrative order, and the Clerk then assigns it at random. Plantation is home to the West Regional Courthouse, and larger business matters are often heard at the Central Judicial Complex in Fort Lauderdale. Palm Beach County matters are heard in the Fifteenth Judicial Circuit, and the federal Southern District of Florida sits in Fort Lauderdale and West Palm Beach when federal jurisdiction applies.

The most common mistakes are signing a buyout or settlement before the shares are valued, confronting the other owners in writing before you understand your own exposure, and continuing to take company funds or make unilateral decisions in retaliation. Each can hand the other side an argument.

How Florida Courts Resolve Corporate Ownership Standoffs

Florida’s corporate statute lists the situations in which a court may dissolve a corporation or order another remedy. In a shareholder’s proceeding, these include a corporation that has abandoned its business and failed to liquidate and distribute its assets within a reasonable time, along with the other grounds the statute sets out for deadlock, misconduct, and waste. The court is not limited to the all-or-nothing choice between keeping the company and ending it. It may order other remedies, which is why dissolution petitions so often become buyout negotiations.

The buyout mechanism is central. Once a shareholder petitions, the corporation may elect, or failing that one or more shareholders may elect, to purchase all of the petitioner’s shares at fair value. That puts valuation at the center of the case. Fair value disputes involve the company’s financials, the treatment of discounts, and the history of owner compensation, and they tend to be won on documents and expert analysis rather than on rhetoric.

Because a corporate dispute often overlaps with real estate, the same facts may support a partition or title claim when the company or its owners hold property together. Florida’s partition statutes allow a court to divide jointly owned land or order its sale and distribute the proceeds, and our real estate litigation practice covers those claims alongside the corporate ones.

Shareholder Dispute Questions We Hear in Plantation

What counts as a shareholder dispute?

It is any conflict among the owners of a corporation over control, money, or the company’s future. Common examples include freeze-outs, withheld distributions, self-dealing by a majority owner, deadlocks between equal owners, and disagreements over what shares are worth.

Can I force the corporation to dissolve?

A circuit court can dissolve a corporation in a proceeding brought by a shareholder on grounds the statute provides, including abandonment of the business without a timely wind-up. Whether you qualify depends on the facts and on any agreement that governs a deadlock sale or buyout.

What is a fair value buyout?

When a shareholder petitions for dissolution, the corporation or the remaining shareholders can elect to buy the petitioner’s shares at fair value to avoid dissolution. If the parties agree on value and terms within 60 days of the first election, the court enters an order directing the purchase on those terms.

How long do I have to file a claim?

A claim based on a written agreement generally has a five-year limit, an oral or implied contract claim has four years, and fraud has four years from discovery up to a 12-year cap. A specific performance action has a one-year limit. The clock depends on when the claim accrued, so each claim should be checked individually.

Do I need a shareholder agreement to bring a case?

No. Statutory dissolution remedies and fiduciary duty claims exist regardless. A shareholder agreement can add rights, such as a buy-sell mechanism or deadlock sale provision, and it can also limit what you can do, so it should be reviewed early.

The majority owner is paying himself and refusing distributions. What can I do?

You may have claims for breach of fiduciary duty, an accounting, and recovery of funds taken or misspent. Where assets are at risk, a court can order injunctive relief and, in a dissolution case, appoint a receiver or custodian after notice and a hearing.

Can the court appoint someone to run the company while the case is pending?

Yes, in a dissolution proceeding the court can appoint a receiver or custodian, issue injunctions, and carry on the business until a full hearing. Because that step displaces management, courts want a showing of real need.

Does filing for dissolution cost me my right to a deadlock sale under our agreement?

Not under the grounds the statute addresses. Filing for judicial dissolution on the deadlock-type grounds, or an election to purchase, does not affect your right to start a compliant deadlock sale provision in a shareholder agreement. Which route is better depends on the agreement’s terms.

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

Minority owners are often the ones most exposed, since they lack the votes to protect themselves. Fiduciary duties and statutory remedies exist for exactly that position, and the value of your shares and any unpaid distributions determine whether a claim is worthwhile. An early review can tell you.

I live out of state. Can I still pursue a Florida shareholder claim?

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

Will my case have to go to trial?

Not necessarily. Many shareholder disputes resolve through negotiation, mediation, or arbitration, often as a buyout. We prepare each case for court while pursuing the resolution most likely to meet your goals efficiently.

Serving Shareholder Dispute Clients Across Plantation and Broward County

We represent shareholders in Plantation and the surrounding western Broward communities, including Sunrise, Davie, Weston, Lauderhill, Lauderdale Lakes, Tamarac, and Coconut Creek. Our work extends across Broward County through Fort Lauderdale, Hollywood, Pembroke Pines, Miramar, Coral Springs, Parkland, Deerfield Beach, Pompano Beach, and Oakland Park, and into Palm Beach County, including Boca Raton, Delray Beach, Boynton Beach, West Palm Beach, and Wellington.

Many of the corporations in these disputes are family-run companies, professional practices, and real estate holding entities, and many of the shareholders live elsewhere. Clients from New York, New Jersey, and Connecticut with a stake in a South Florida business are part of our regular work, as are referrals from attorneys whose clients have disputes in the region.

Talk With a Plantation Shareholder Dispute Lawyer

If you are a shareholder whose company is stalled, whose distributions have stopped, or who is being squeezed out, a conversation with a Plantation shareholder dispute lawyer at the Andrew M. Schwartz Legal Team can clarify your options before positions harden. We will review your agreements and records and explain which route fits your goals, whether that is a negotiated buyout, a protective injunction, or a dissolution proceeding. Call to schedule a consultation.