Sunrise Shareholder Dispute Attorney

The Andrew M. Schwartz Legal Team represents shareholders, minority owners, and co-owners of closely held companies in Sunrise and across Broward County, along with clients in Palm Beach County and the rest of South Florida. Our work centers on business divorce and ownership conflicts, and a Sunrise shareholder dispute attorney is often the first call a frustrated owner makes after a lockout, a missing distribution, or a vote that quietly changes who controls the company.

Shareholder fights in a closely held corporation rarely stay about one thing. A minority holder who stops receiving financial statements usually suspects money is going somewhere it should not. A majority holder who pays himself a large salary while paying no dividends is often accused of squeezing the other owners out. Each version raises the same decision: do you push for a buyout, ask a court to dissolve the company, or sue for what was taken? The answer shapes everything that follows, and it is easier to make well before positions harden.

Florida law gives shareholders real tools, but they work on their own timelines and carry their own risks. Knowing which one fits your situation is most of the battle.

Where Shareholder Conflicts Come From in Sunrise Companies

Sunrise sits in the middle of a large commercial corridor in western Broward County, and the companies here run from family-owned distributors and medical practices to retail, restaurant, and professional-services businesses. Most of them are closely held, which means no public market for the shares and no easy exit. When owners fall out, the shares cannot simply be sold on an exchange. That is why these disputes get stuck, and why they end up in court or in a negotiated buyout.

The conflicts we see most often tend to fall into recognizable categories, and each calls for a different response.

Common Shareholder Dispute Situations We Handle

• Freeze-Outs of Minority Shareholders: A majority owner cuts a minority holder out of management, stops dividends, ends employment, and withholds information, leaving the minority shares with no return and no voice.
• Breach of Fiduciary Duty: Directors and controlling shareholders owe duties to the company and, in some settings, to other owners. Self-dealing, related-party contracts, and diverting opportunities can support claims for damages and an accounting.
• Missing or Diverted Funds: Unpaid distributions, personal expenses run through the company, commingled accounts, and managers who cannot explain where the money went. We pursue accountings and recovery, and seek emergency relief when assets are being moved.
• Breach of Shareholder Agreements: Buy-sell provisions, transfer restrictions, voting agreements, and non-compete terms often decide a case. These disputes turn on the exact wording and on how the parties actually behaved.
• Deadlock Between Equal Owners: Two 50 percent holders who cannot agree can freeze a company. Some shareholder agreements contain a deadlock sale provision, and Florida’s corporate statutes address how those interact with a dissolution case.
• Judicial Dissolution and Court-Ordered Buyouts: A circuit court can dissolve a corporation in defined circumstances, and the dissolution statute gives other owners a chance to avoid dissolution by buying out the petitioner at fair value.
• Valuation Disputes: Even when everyone agrees on a buyout, the price is often the fight. Fair value turns on financial records, expert analysis, and what discounts, if any, apply to a minority interest.
• Family and Friend-Owned Companies: Siblings who inherited shares, parents and children with different visions, and spouses or in-laws sharing ownership. These cases carry personal weight, and we handle them with discretion while protecting the client’s financial position.

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 clients in Sunrise, Fort Lauderdale, Boca Raton, West Palm Beach, and throughout Broward and Palm Beach Counties. Our clients are business owners, investors, and families in the middle of ownership conflicts, including clients from New York, New Jersey, and Connecticut who hold a stake in a South Florida company. We keep out of state owners informed and handle the local court appearances so they do not need to travel for every hearing.

Andrew M. Schwartz, the firm’s founder, has spent 37 years in litigation. He was admitted to The Florida Bar in 1989, holds an undergraduate degree from Emory University (1986) and a law degree from the University of Miami (1989), and has built his career around complex contract disputes, business divorces, and conflicts between partners, LLC members, and shareholders. Sundeep Nath, Senior Counsel, is a Northwestern-trained litigator with years of experience in business and real estate cases in state and federal courts.

Shareholder disputes are won on detail: the language of the agreement, the history of dealings, and the paper trail on the money. Our firm practices as a true legal team, so everyone working on a matter knows the file. We maintain a strict 24 hour return call policy, and we are experienced in mediation and arbitration as well as courtroom litigation. Many of our matters also come to us through referrals from other attorneys, which tells you how other lawyers view our work.

On the results side, a recent bench trial in Broward County ended with a 32-page final judgment from the Circuit Court awarding our client specific performance of a commercial real estate contract after five days of trial. That is a different type of case than a shareholder dispute, but it reflects the same skill set: building a record, trying a contested case to a judge, and obtaining a clear written result. No attorney can guarantee an outcome, and every dispute turns on its own facts.

Dissolution, Buyouts, and Deadlock Under Florida’s Corporate Statutes

The central strategic choice in many shareholder cases is whether to seek dissolution, a buyout, or damages. Florida’s corporate dissolution statute lets a circuit court dissolve a corporation or order another remedy in a proceeding brought by a shareholder, including where the corporation has abandoned its business and failed within a reasonable time to liquidate, distribute assets, and dissolve. Other grounds exist as well, and which ones apply depends on the facts.

What surprises many owners is that filing for dissolution can trigger a buyout. Under the statute, the corporation may elect, or if it does not, one or more of the other shareholders may elect, to purchase all of the petitioner’s shares at fair value. The corporation must notify the other shareholders within 30 days after a dissolution proceeding begins that they may avoid dissolution by making that election. 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 make or respond to one should never be casual.

During a dissolution case, the court can issue injunctions, appoint a receiver or custodian, and take other steps to preserve corporate assets while the case is pending. For a minority owner worried that the company is being drained, that protection can matter as much as the final outcome. Filing for dissolution also does not erase your right to use a deadlock sale provision in a compliant shareholder agreement, so the agreement should be read first.

If the company is an LLC rather than a corporation, the framework differs. Florida’s LLC statute lets a member seek dissolution on grounds that include deadlock with irreparable injury, misappropriation or waste of assets, illegal or fraudulent conduct by those in control, or that it is not reasonably practicable to carry on the business under the operating agreement. A court may appoint a receiver or custodian after a hearing, or order a purchase of the petitioning member’s interest. We confirm early which entity type and which statute govern your case, because the remedies are not interchangeable.

What to Do and Where Your Case Will Be Heard

Start by getting the documents in one place. You want the articles of incorporation, bylaws, any shareholder or buy-sell agreement, stock certificates or ledgers, tax returns, financial statements, bank records you are entitled to see, and meeting minutes. Gather emails and texts that show how decisions were made and what was promised. If you suspect money is being diverted, do not confront the other owner first. A warning gives them time to move assets, and it can weaken your position if you later need emergency relief.

Then review the agreement before you act. Many shareholder agreements contain mandatory mediation or arbitration clauses, notice requirements, buyout formulas, and deadlock mechanisms. Skipping a required step can cost you leverage, or even the right to sue where you wanted to. Also pay attention to timing. Florida’s limitations periods vary by claim: a claim founded on a written instrument generally has five years, an oral or implied contract claim four years, and fraud four years from discovery with an outer limit of 12 years. Waiting weakens evidence and can end a claim altogether.

Sunrise is in Broward County, which sits in the Seventeenth Judicial Circuit, and disputes above the county court’s monetary limit are heard in circuit court. Most shareholder cases of any size belong there. The Seventeenth Circuit also operates complex business divisions that handle, among other matters, dissolution of certain business entities and large business litigation. Cases can be directly filed into those divisions only through the circuit’s administrative order procedure, with a required form filed at the time of filing, and the clerk then randomly assigns the division. Where federal jurisdiction applies, the Southern District of Florida holds court in Fort Lauderdale. Whether a case is better placed in state or federal court is a question we weigh at the outset.

A common mistake is treating this as all-or-nothing. Many owners sue before exploring a negotiated exit and spend heavily on a case that was resolvable. The opposite mistake is just as costly: negotiating for months while the other side continues to take money or lock you out. We look for the resolution that serves your goals and budget, and we seek court protection quickly when assets are at risk.

Frequently Asked Questions About Shareholder Disputes

What is a shareholder dispute?

It is a conflict among the owners of a corporation over control, money, duties, or the future of the company. Typical examples include freeze-outs, unpaid dividends, self-dealing by officers, disagreements over a sale, and breaches of a shareholder agreement.

Can I force the company to buy my shares?

Not automatically. A buyout is available if your agreement provides for one, if the parties negotiate one, or if it arises through a dissolution proceeding in which the corporation or other shareholders elect to purchase your shares at fair value. Otherwise, a court cannot simply order the company to buy a minority holder out.

Can a Florida court dissolve a corporation because the owners cannot get along?

A court may dissolve a corporation or order another remedy on the statutory grounds, and the specific grounds matter. Disagreement alone is not always enough, so the facts and the agreement are reviewed closely before filing.

What happens if I file for judicial dissolution?

The corporation must notify the other shareholders within 30 days that they may avoid dissolution by buying the petitioner’s shares at fair value. If a purchase election is made and the parties agree on price and terms within 60 days, the court enters an order directing the sale. Otherwise the court determines fair value.

How long do I have to bring a claim?

It depends on the claim. Claims founded on a written instrument generally have five years, oral or implied contract claims four years, and fraud claims four years from discovery, with a 12 year outer limit. Because claims can overlap, we calculate deadlines for each theory rather than assuming one date.

What can I do if a partner or officer is taking company money?

Possible claims include breach of fiduciary duty, an accounting, conversion, and recovery of the funds. When assets are being moved or spent, a court can be asked for injunctive relief to preserve them while the case is pending.

Does my shareholder agreement override Florida’s dissolution statute?

Not entirely, but it matters a great deal. A compliant deadlock sale provision can be used alongside or in place of certain statutory remedies, and arbitration or mediation clauses can control where and how the dispute proceeds. We read the agreement before deciding on a strategy.

I live in New York or New Jersey. Can you handle my Sunrise company dispute?

Yes. We regularly represent clients from New York, New Jersey, and Connecticut with business or real estate interests in South Florida. We handle the Florida proceedings and keep you informed at each stage.

Will my case be heard in Sunrise?

Sunrise is in Broward County, so state court cases are filed in the Seventeenth Judicial Circuit, which sits in and for Broward County. Larger business disputes are heard in circuit court, and some may be placed in the circuit’s complex business division through its administrative order process.

Can a receiver or custodian take over the company during the case?

In a dissolution proceeding the court can appoint a receiver or custodian and take other steps to preserve assets. For an LLC, a hearing with notice to the parties is required first. It is a significant step, used when the facts show assets or operations are at risk.

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

Often yes, because early advice can prevent mistakes like missing a mandatory notice or ignoring a buyout election window. We also weigh cost against recovery, and we look for efficient paths such as mediation when they fit your goals.

Does every shareholder dispute end up in court?

No. Many are resolved through negotiation, mediation, or arbitration, and a negotiated buyout is a common endpoint. We prepare every case as if it may be tried, which tends to improve the terms of a settlement.

Serving Shareholder Dispute Clients Across Sunrise and South Florida

Our work starts in Sunrise and extends across Broward County, from Plantation, Davie, and Tamarac to Lauderhill, Lauderdale Lakes, and Fort Lauderdale. We also serve owners in Coral Springs, Parkland, Coconut Creek, Margate, Pompano Beach, Deerfield Beach, Weston, Pembroke Pines, Miramar, Hollywood, and the neighboring communities in between. Companies in the Sawgrass and Oakland Park business areas and professional practices throughout the county are within our reach.

To the north, we represent clients across Palm Beach County, including Boca Raton, Delray Beach, Boynton Beach, Lake Worth, West Palm Beach, and Palm Beach Gardens. Whether the company, the other owners, or the property sits in Broward or Palm Beach County, and whether you live here or in the tri-state area, we handle the Florida proceedings from start to finish.

Talk With a Sunrise Shareholder Dispute Lawyer About Your Options

If you are locked out, shorted on distributions, or watching a company you helped build get steered by someone else, the sooner you understand your options, the more of them you will have. Our Sunrise shareholder dispute lawyer team will review your agreement, the records, and the facts, and tell you plainly whether the right move is a buyout, a dissolution case, a damages claim, or emergency relief.

Call the Andrew M. Schwartz Legal Team to schedule a consultation. We will give you a candid assessment and a path matched to your goals and your budget.