Shareholder Dispute Attorneys
Representing shareholders and directors of closely held companies in disputes over control, records, distributions, and exit.
In a closely held corporation the shareholders are usually also the directors, the officers, and the employees, and a shareholder dispute is a dispute about all four roles at once. A minority shareholder frozen out of decisions and dividends. A director who steered a contract to a company he owns. Two 50 percent owners who cannot agree on anything and a board that cannot act. Industria Business Lawyers represents shareholders and directors on both sides of those disputes: majority and minority, the party bringing the claim and the party defending one.
Florida corporations are governed by the Florida Business Corporation Act in chapter 607, Florida Statutes; corporations formed elsewhere are governed by their own jurisdiction’s statutes. Every matter is assessed on its own facts. Many shareholder disputes end in a negotiated buyout, and the assessment says so at the outset when that is the better path. A consultation is free.
Shareholder Disputes We Handle
Most shareholder disputes in a Florida corporation fall into these patterns.
Breach of Fiduciary Duty
Under section 607.0830, Florida Statutes, each director must act in good faith and in a manner he or she reasonably believes to be in the best interests of the corporation. Self-dealing transactions, diverted corporate opportunities, excessive compensation, and decisions made for the benefit of one faction are the usual claims. The claim may belong to the corporation, brought on its behalf by a shareholder, or to the shareholder directly, and which it is shapes the whole case.
Minority Oppression and Freeze-Outs
A majority that stops declaring dividends while paying itself salaries, removes the minority from the board and the payroll, dilutes the minority through new share issues, or refuses to buy the minority out at any fair price. Florida law gives the minority remedies, and the corporation’s own documents often give more.
Access to Corporate Records
Under section 607.1602, a shareholder is entitled to inspect and copy the corporation’s basic records at its principal office during business hours on five business days’ written notice, and other records on a further showing. A shareholder who cannot see the books is usually facing a larger problem, and a records demand is often the first step.
Deadlock
Under section 607.1430(1)(b), a circuit court may dissolve a corporation, or order another remedy provided by the statute, in a proceeding by a shareholder where the directors are deadlocked in the management of the corporate affairs, the shareholders cannot break the deadlock, and irreparable injury to the corporation is threatened or being suffered, or the business can no longer be conducted to the advantage of the shareholders generally because of the deadlock. The prospect of dissolution is often what produces a buyout.
Shareholder Agreements and Valuation
The enforcement of shareholder agreements, the triggering of buy-sell provisions on death, disability, termination, or dispute, and the valuation of the shares that must be bought. The valuation is usually the central contested question, and the firm prepares it with forensic accountants where the numbers are disputed.
Derivative Claims
Where the wrong was done to the corporation rather than to the shareholder personally, the claim is brought derivatively on the corporation’s behalf, subject to the demand and standing requirements of chapter 607. Industria Business Lawyers brings and defends derivative claims and advises boards on how to respond to a demand.
Deadlines, Forum, and the Corporate Documents
Three things shape a shareholder case before the first document is filed.
The documents. The articles of incorporation, the bylaws, and any shareholder agreement decide who votes, who sits on the board, how shares transfer, and often the forum and the governing law. Where they are silent, chapter 607 fills the gap. They are read first.
The deadlines. Section 95.11, Florida Statutes, sets the limitation periods: five years for a claim on a written instrument, section 95.11(2)(b); four years for fraud, section 95.11(3)(i); four years for an intentional tort, section 95.11(3)(n), or any action not otherwise provided for, section 95.11(3)(o); and two years for negligence, section 95.11(5)(a), with the period for a fiduciary duty claim depending on how the claim is characterized. When the period begins is often the real question, particularly where the conduct was concealed.
The forum. Many shareholder agreements require arbitration. Where they do not, a damages claim in Florida is heard in circuit court under section 26.012 when the amount in controversy exceeds $50,000 and in county court under section 34.01 when it does not, but a proceeding to dissolve a corporation must be brought in circuit court whatever the amount. Courts must refer a filed civil action for monetary damages to mediation on a party’s request under section 44.102, if the requesting party is willing and able to pay the costs or the costs can be equitably divided, subject to the exceptions listed in that section, and often order it before trial in business cases.
Preserve first. A shareholder or director who sees a dispute coming should preserve the corporate records, the bank records, and the correspondence, and should stop discussing the dispute with the other side until counsel has read the file. Board members should be careful about acting on the dispute without advice, because a director’s own conduct becomes part of the case.
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They took the time to address all my questions and concerns, ensuring that I felt confident in each decision we made. Their attention to detail and thoroughness were evident in the documents they prepared, which gave me peace of mind. What stood out most was their commitment to my vision. They not only provided legal advice but also offered valuable insights into the industry, helping me navigate potential challenges and seize opportunities.
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Client testimonials describe individual experiences. You may not obtain the same or similar results.
How We Work a Shareholder Dispute
Articles, bylaws, shareholder agreement, stock ledger, board minutes, financial statements, and correspondence, read together to establish what each shareholder was entitled to and what the board did.
Where records are being withheld, a written demand under section 607.1602 and the agreement, which often produces the documents and sometimes resolves the dispute on its own.
Whether the claim is direct or derivative, the defenses, the forum, the deadline, the value of the shares at stake, and a recommendation: negotiate a buyout, seek an injunction, or file.
Many shareholder disputes end in a buyout on negotiated terms. The valuation case is prepared before the first conversation.
Where a majority is diluting the minority, draining the company, or acting outside the bylaws, a complaint with a request for an injunction that preserves the position while the case is decided.
Board records, accounting files, bank records, and depositions of the directors and officers. Court-ordered mediation with the valuation evidence in hand.
Cases that do not settle are tried; where the corporation cannot continue, dissolution or another remedy under section 607.1430 and the sections it references.
FAQ
01 • Shareholders and Directors I own a minority of the shares. Do I have any leverage?
Yes. Florida law gives shareholders rights to records, to a remedy for breach of duty by directors, and, in a deadlocked corporation, to seek dissolution or another court-ordered remedy. The shareholder agreement and the bylaws often add more. The documents decide how much leverage there is.
02 • Shareholders and Directors What is the difference between a direct and a derivative claim?
A direct claim is for a wrong done to the shareholder personally, such as a denied right to inspect records. A derivative claim is for a wrong done to the corporation, such as a director’s self-dealing, and is brought on the corporation’s behalf subject to the requirements of chapter 607. Many disputes involve both.
03 • Shareholders and Directors Can the company be forced to buy my shares?
Sometimes. A buy-sell provision in the shareholder agreement may require it. In a proceeding by a shareholder under section 607.1430(1)(b), Florida Statutes, the corporation or, if it does not elect, the other shareholders may elect to buy the petitioner’s shares at fair value under section 607.1436, and the court may order a purchase as an alternative to dissolution under section 607.1434. Without either, the shareholder’s options depend on the facts.
04 • Shareholders and Directors Does a shareholder dispute have to go to court?
No. Many resolve by negotiated buyout or mediation. Where the shareholder agreement requires arbitration, the dispute goes there instead of court.
05 • Shareholders and Directors What should I bring to the first call?
The articles of incorporation, the bylaws, any shareholder agreement, the stock ledger, board minutes, financial statements, and the correspondence about the dispute, with a short description of what happened and when.
Shareholders and directors of closely held companies. Call (202) 860-1210 or send a short description of the dispute through the form, without confidential details; we will ask for the shareholder agreement and bylaws after we check for conflicts. Free consultation. Every matter is reviewed on its own facts.
This page provides general information about shareholder disputes and does not constitute legal advice. Reading it does not create an attorney-client relationship with Industria Business Lawyers. Whether a claim or defense exists depends on the facts, the corporation’s governing documents, and the law in force. Florida statutes cited: sections 26.012, 34.01, 44.102, 95.11, 607.0830, 607.1430, 607.1434, 607.1436, and 607.1602, Florida Statutes (2026), checked against primary sources on October 9, 2026.