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Shareholder Disputes

At Clearwater Business Law, we assist small and mid-sized Florida businesses with a wide variety of shareholder disputes. Whether you are in a partnership dispute, or a dispute with the officers or directors of a corporation, our team can help.

Our firm handles the full range legal issues that involve shareholders. We assist individuals and businesses with routine shareholder-related legal issues, such as reviewing contracts and agreements, and we also represent parties through intense, sometimes bitter shareholder litigation. If you are in need of legal help, please take action now; contact our experienced Clearwater shareholder disputes attorneys today.

Florida Shareholder Dispute Claims We Handle

Breach of Fiduciary Duty

Corporate officers and managers owe a fiduciary duty to their shareholders. Indeed, in some cases, a controlling majority shareholder may even owe a fiduciary duty to all minority shareholders. A fiduciary duty is the highest standard of care owed under U.S. law. When a breach of this duty occurs, the offending party may be held liable for any damage sustained by shareholders.

Corporate Officer Self-Dealing

Our firm handles shareholder claims that involve alleged self-dealing. Under Florida law, self-dealing occurs when an insider (officer or director) takes advantage of their privileged position in order to advance their own self interests, putting interests of the corporation or partnership on the back burner. Self-dealing often results in major financial damage to affected shareholders.

Other Shareholder Claims Against Directors, Officers or Managers

We also handle other types of cases involving alleged misconduct by corporate officers, directors or other insiders. If a shareholder has a dispute against a majority owner or manager, we can help. We handle all sides of these cases.

Shareholder Derivative Lawsuits

Shareholder derivative lawsuits are notoriously complex. In the most simplified terms, a derivative lawsuit is one that is brought by a shareholder on behalf of the corporation itself. Yet, a shareholder cannot bring this type of lawsuit whenever they please. Quite the contrary; derivative suits may only be brought in limited circumstances. In Florida, typically shareholders may only bring a derivative claim if the corporation itself has a valid legal cause of action, but, for some reason, it is refusing to pursue it. Most often, this happens when a corporate officer or director has a personal interest in not pursuing the claim, perhaps because they would be the defendant in the claim.

Shareholder Oppression Claims

The term ‘shareholder oppression’ refers to scenarios in which a majority shareholder takes an action that unfairly damages the interests of minority shareholders. This is a major issue for non-public companies/partnerships, as minority shareholders may not have a clear path to sell their shares in order to protect the value. If you are a minority shareholder, and you believe that you are being mistreated by the majority shareholders, you should get your case to a qualified business law attorney for an immediate evaluation.

Deadlock Disputes

A deadlock dispute is one that has no clear resolution. This can be a problem for smaller businesses that have a limited number of shareholders. In some cases, a deadlock might occur when a business has two partners and they are split on an important decision. In other cases, it might occur when a unanimous vote is required by the articles of incorporation, yet one cannot be reached. Regardless, deadlock disputes can cause tremendous damage to a business. When a deadlock persists, affected shareholders should seek legal assistance.

Minority Shareholder Rights

Finally, our firm can help minority shareholders protect their rights. Under Florida law, minority shareholders have several different critically important legal rights. For the most part, these rights fall into one of the following three categories:

  • Voting rights: Minority shareholders have a right to vote on who controls the day-to-day operations of the company. For corporations, minority shareholders can vote on the board of directors, whereas for LLCs, minority shareholders have some rights to vote on managers.
  • Inspection rights: Under Florida law (Section 607.1602), minority shareholders have extremely valuable inspection rights. This includes the rights to review the ‘books’ and inspect certain corporate documents and records.
  • Distribution rights: Finally, minority shareholders have the right to receive their full and fair share of the profits. If any distribution is declared, minority shareholders must be included.

Contact Our Clearwater Shareholder Dispute Attorneys Today

At Clearwater Business Law, we have extensive experience handling all aspects of shareholder disputes. To learn more about what our team can do for you, please call us today at (727) 785-5100 to set up your fully confidential initial legal consultation. We represent shareholders throughout the region, including in Dunedin, Palm Harbor and Oldsmar.

TESTIMONIALS

I strongly endorse Andrew Mongelluzzi. He is a very skilled and able business attorney focused on customer service and results. On the front end, Andrew deftly advises new businesses on organizing properly, acquiring necessary licenses, contracting with vendors & customers, and dealing with various compliance issues that may arise. On the back end when things go south, Andrew counsels and navigates businesses through complex commercial disputes and aggressively represents them in negotiations, mediation, arbitration, and in litigation so that businesses can legally move on and get back to business. Andrew’s ability to identify legal issues and approaches to resolve business-related issues is a strength that I have learned from and professionally relied upon in approaching the business matters and cases that I handle. I regularly refer business to Andrew knowing that he will diligently represent his business clients and their best interests.
Relationship: worked together on matter

- Frank N. Genco, Florida Bar No. 440086

We hired Andrew to help us when our insurance company denied our claim when water and sewage damage completely destroyed our Florida Condominium. Even though Andrew made several phone calls and wrote an initial letter, the company continued to deny our claim. He was persistent and continued to help us negotiate with the company until we finally received a fair monetary settlement. He was always quick to respond, helpful, and courteous when working with us. I would recommend him to anyone who is fighting an unjust insurance settlement.

- Harvey

Andrew has represented my business for several years in the area of corporate law, business transactions, collection matters, contract matters, employee disputes, and more. He has always been more than approachable, accommodating and understanding. His approach is not like other lawyers in that he deals with you on your level and is able to incorporate his legal strategies into our business plan/model; instead of allowing lawsuits to takeover the business. Further, his education and practical experience in the business world equates to a valuable understanding of my business.

- Chris

Attorney Mongelluzzi and his team provided excellent and quality service. I always felt that my needs were met and that the firm was invested in me and my case. The quality services I received at Mongelluzzi’s firm were remarkable. From the initial meeting they were responsive to my calls, questions and concerns. All issues were handled professionally and timely, easily accessible, got back to me quickly, aggressive and got me the results that I wanted. Attorney Mongelluzzi and his staff all gave my case their personal attention and provided the quality of work that anyone would want when hiring an attorney.

- Client

Andrew is very thorough defining the outcome expectations. In my case, it was setting up a new corporate entity. He advised me on the most beneficial option and he then executed on that path. Andrew is a very pleasant person to work with. He is determined, skilled and committed to his client’s success.

- Gil Pinney

Andrew helped me through a difficult situation with American Express and we won the case. A great job by Andrew! He also helped me with T&C’s in my company. I would recommend Andrew highly as an attorney.

- John Sams

As a business owner for 12 years I have seen my fair share of ups and downs. Some of the downs would include landlord/tenant disputes and creditors that may have not been fulfilled to agreement. Andrew has met both of these situations for me in a timely, positive, and affordable manner.

- Rich Mattes

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