Shareholder Dispute Attorneys
Representing shareholders and directors of closely held companies in disputes over control, records, distributions, and exit, in Florida from our Miami office and in Washington, D.C., Massachusetts, and New York.
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.
This page explains the duties directors owe under Florida’s Business Corporation Act, the rights shareholders have to records and to a remedy, how a shareholder case moves, and what to bring to the first call. Every statute cited was read on the Florida Legislature’s site on 16 September 2026. Corporations in Washington, D.C., Massachusetts, and New York are governed by those jurisdictions’ own statutes, which IBL applies through attorneys admitted there.
Every matter is assessed on its own facts. Many shareholder disputes end in a negotiated buyout, and IBL says so at the outset when that is the better path.
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Shareholder Disputes We Handle
Florida corporations are governed by the Florida Business Corporation Act in chapter 607, Florida Statutes. Most shareholder disputes fall into these patterns.
Breach of Fiduciary Duty by Directors and Officers
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 Shareholder 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 the first sign of a larger problem, and a records demand is often the first step IBL takes.
Deadlock
Under section 607.1430, 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 corporation’s affairs and the shareholders cannot break the deadlock. The threat of dissolution is often what produces a buyout.
Shareholder Agreements, Buy-Sell Provisions, 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 real fight, and IBL prepares it with forensic accountants where the numbers are contested.
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. IBL 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. IBL reads them 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); and four years for any action not otherwise provided for, section 95.11(3)(o), which covers many fiduciary duty claims. 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 shareholder dispute 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. Courts must refer a filed civil action for damages to mediation on a party’s request under section 44.102, and in practice order it before trial in nearly every business case.
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.
Next question: How does a business divorce work in Florida? Then: What is a breach of fiduciary duty in a Florida business?
What Our Clients Say About Us
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I would recommend working with Aaron and team.”
Julien Genestoux from Unlock, Inc
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They consistently deliver thorough and timely work. For any small business looking for dependable and knowledgeable corporate counsel, we wholeheartedly recommend IBL.”
Felipe Pinto from Revolve Labs
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As a result, we’ve continued to rely on them as our go-to legal counsel for ongoing corporate matters.”
Zachary Panos from Fourcaster LLC
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The attorneys were incredibly responsive, guiding me through every step of the process with clarity and professionalism. 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 knowing that everything was handled properly. 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. Their strategic approach was instrumental in setting up a robust fund structure that aligns with my goals. Overall, working with IBL was a fantastic experience. They made a complex process manageable and stress-free. Thank you for your outstanding support.””
Jeff from Solar Carbon Credit Fund
Tell Us About Your Matter
How We Work a Shareholder Dispute
Document and Records Review +
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.
Records Demand +
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.
Written Assessment +
Whether the claim is direct or derivative, the defences, the forum, the deadline, the value of the shares at stake, and a recommendation: negotiate a buyout, seek an injunction, or file.
Demand and Negotiated Buyout +
Many shareholder disputes end in a buyout on negotiated terms. IBL prepares the valuation case before the first conversation.
Filing and Emergency Relief +
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.
Discovery and Mediation +
Board records, accounting files, bank records, and depositions of the directors and officers. Court-ordered mediation with the valuation evidence in hand.
Trial, Dissolution, or Court-Ordered Buyout +
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 • Litigation 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 • Litigation 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 • Litigation Can the company be forced to buy my shares?
Sometimes. A buy-sell provision in the shareholder agreement may require it. In a deadlock or oppression case, a court may order a buyout as an alternative to dissolution. Without either, the shareholder’s options depend on the facts.
04 • Litigation 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 • Litigation What does it cost?
Court fees are public and set by the clerk. How an engagement with IBL is structured depends on the matter. Contact the firm to discuss your situation.
Talk to a Shareholder Dispute Attorney
Offices in Miami, Washington, D.C., and New York. Call (202) 860-1210 or send the shareholder agreement, the bylaws, and a short description of the dispute through the form. 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. Last reviewed 16 September 2026. Florida statutes cited: sections 26.012, 34.01, 44.102, 95.11, 607.0830, 607.1430, and 607.1602, Florida Statutes (2025).