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Shareholder Dispute Attorney in Florida
A shareholder dispute is a conflict among a corporation’s owners, or between owners and management, over control, money, or information. Michael L. Feinstein is a Florida attorney and licensed Florida real estate broker with more than 30 years of experience. He represents shareholders in closely held Florida companies, where the owners are often family, friends, or longtime colleagues. These cases turn on records, valuation, and leverage. Litigation is one tool. A negotiated exit is often another. As your shareholder dispute attorney, Michael helps you choose.
What Is a Shareholder Dispute in Florida?
Florida corporations are governed by the Florida Business Corporation Act, Chapter 607, Florida Statutes. Under section 607.0830, directors must act in good faith and in a way they reasonably believe serves the corporation. Shareholders have a right to inspect corporate records under section 607.1602. When those in control break the rules, shareholders may bring a direct claim for their own losses. They may also bring a derivative claim on the company’s behalf, which has its own pre-suit rules under section 607.0742.
The Shareholder Dispute Process
A typical case moves through these steps, and it can settle at any of them.
| Step | What happens | Florida law |
|---|---|---|
| 1. Records demand | A written demand to inspect records, given at least 5 business days ahead. | section 607.1602 |
| 2. Court-ordered inspection | If the company refuses, a court can order it to produce the records. | section 607.1604 |
| 3. Agreement review | We check the shareholder agreement for buy-sell, deadlock, and valuation terms. | section 607.0732 |
| 4. Lawsuit | Direct or derivative claims for breach of fiduciary duty, waste, or self-dealing. | section 607.0742 |
| 5. Dissolution or buyout | A court can dissolve the company, or the company or other shareholders can elect to buy out the petitioner. | section 607.1430; section 607.1436 |
Common Types of Shareholder Disputes
Most shareholder disputes in closely held companies involve one of these:
- A minority shareholder is frozen out of management, pay, or distributions.
- The company refuses to share financial records.
- Insiders pay themselves excessive salaries or deal with the company on their own terms.
- New shares are issued to dilute a shareholder’s stake.
- Owners deadlock and the board cannot act.
- Owners disagree over the price or timing of a buyout.
See our article on minority shareholder rights.
Minority Shareholder Rights and Judicial Dissolution
A shareholder can ask a Florida circuit court to dissolve the company under section 607.1430. Grounds include director or shareholder deadlock, waste or misuse of corporate assets, and illegal or fraudulent conduct by those in control. These grounds generally do not apply to publicly traded companies. They also do not apply to companies with at least 300 shareholders and $20 million in outstanding shares. Once a petition is filed, the company or the other shareholders can elect to buy the petitioner’s shares under section 607.1436. In practice, the threat of dissolution often leads to a buyout.
That makes valuation the center of many cases. The parties may argue over what the company is worth, whether a minority discount applies, and how to value assets like real estate. A shareholder agreement may set a formula or an appraisal process. Without one, the court decides. Early access to financial records is usually the first step toward a fair number.
Shareholder Dispute Attorney Serving Broward County
Michael represents shareholders and closely held companies from his Las Olas Boulevard office in Fort Lauderdale. Cases are filed in circuit court. That includes the Seventeenth Judicial Circuit in Broward, the Eleventh in Miami-Dade, and the Fifteenth in Palm Beach. Some shareholder agreements require arbitration. These cases often overlap with partnership disputes and breach of fiduciary duty claims. See our business litigation and complex commercial litigation pages, and our article on shareholder disputes when owners cannot agree.
Shareholder Dispute FAQs
Can a minority shareholder see the company’s books in Florida?
Yes. Under section 607.1602, a shareholder can inspect basic corporate records with 5 business days’ written notice. Broader records, such as accounting records and board minutes, take more. The demand must be made in good faith, for a proper purpose, and describe the records sought.
Can a shareholder force the dissolution of a Florida corporation?
Sometimes. Under section 607.1430, a court can dissolve a corporation for deadlock or waste of assets. Illegal or fraudulent conduct by those in control is also a ground. The company or other shareholders may instead elect to buy the petitioner’s shares.
Is a shareholder dispute the same as a partnership dispute?
No. Shareholder disputes involve corporations and Chapter 607. Partnership disputes involve partnerships under Chapter 620, and LLC disputes fall under Chapter 605. The claims are similar, but the deadlines, rights, and remedies differ.
Talk to Michael About Your Shareholder Dispute
Many South Florida companies hold real estate. Its value often decides what a share is worth. As both an attorney and a licensed broker, Michael understands how those assets are valued and sold. Call 954-767-9662 or schedule a consultation. Our office on Las Olas Boulevard in Fort Lauderdale is open 9 a.m. to 5 p.m.
