Shareholder Disputes Lawyer in Miami
Miami business attorney Aaron Resnick of Law Offices of Aaron Resnick handles shareholder disputes for businesses and shareholders in Miami. Shareholder disputes arise from disagreements among shareholders of a corporation, often involving those in management positions or those with significant equity stakes.
A Miami shareholder dispute lawyer represents a shareholder or the company when the owners of a closely held Florida corporation disagree over votes, share ownership, distributions or control. Miami business attorney Aaron Resnick starts with the share records, the articles, the bylaws, any shareholder agreement and the board minutes.
Shareholder Disputes Lawyer in Miami | Law Offices of Aaron Resnick
Resolution of Shareholder Disputes in Miami
Understanding the complexities of corporate law and shareholder rights, we provide strategic legal solutions that protect our clients' interests and promote fair resolutions.
What Are Shareholder Disputes?
Shareholder disputes arise from disagreements among shareholders of a corporation, often involving those in management positions or those with significant equity stakes. These disputes can stem from a variety of issues, including but not limited to:
- Breach of Fiduciary Duties: Allegations that directors or officers have violated their duties to the company or its shareholders.
- Oppression of Minority Shareholders: Situations where the majority shareholders take actions that unfairly prejudice the minority's interests.
- Disagreements on Company Management and Strategy: Conflicts over the direction of the company, its management practices, or its strategic decisions.
- Dividend Policies and Profit Sharing: Disputes over dividend distribution policies or the division of profits among shareholders.
When Do You Need a Shareholder Dispute Lawyer?
You need a shareholder dispute lawyer when a vote, a share issuance or transfer, a distribution decision or a change in control affects your shares and you were not part of it, or you cannot see the records behind it.
If the majority is cutting you off from pay, information or control, see minority shareholder rights. If the harm is to the company itself, see derivative lawsuits.
What Do the Shareholder Agreement, Bylaws and Board Minutes Show?
The shareholder agreement, bylaws and board minutes together show who had authority to make the decision you object to and whether it was approved the way the documents require.
By default, the business is managed by or under the direction, and subject to the oversight, of the board of directors, subject to the articles or a qualifying shareholder agreement (chapter 607 of the Florida Statutes).
For this statutory route, a shareholder agreement qualifies when it is set out or referenced in the articles or bylaws and approved by all shareholders at the time, or written, signed by all shareholders at the time and made known to the corporation (chapter 607).
Read the minutes for the vote you object to: who was present, who voted and what was approved. Then compare it with what the agreement and bylaws required.
| Decision | Who decides, and what can change it | Records that show it |
|---|---|---|
| Running the business | Managed by or under the direction, and subject to the oversight, of the board of directors, subject to the articles or a qualifying shareholder agreement (chapter 607) | Board minutes and written consents |
| Directors, officers and voting power | A qualifying shareholder agreement can set who serves as director or officer, their terms and how they are selected or removed, and how voting power is exercised or divided (chapter 607) | The agreement, election results and shareholder meeting minutes |
| Distributions | A qualifying shareholder agreement can govern how distributions are authorized or made, even out of proportion to ownership, subject to the statute's distribution limits (chapter 607) | Distribution history and board approvals |
| Deadlock and exit | A qualifying shareholder agreement can give a shareholder or other person authority to resolve a deadlock, or require dissolution at a shareholder's request or on a specified event (chapter 607) | The agreement and any notice under it |
| Records | A shareholder may inspect core records on at least 5 business days' written notice before the inspection date. Excerpts of board minutes and written actions, financial statements and accounting records take the same notice plus a demand made in good faith and for a proper purpose that describes the purpose and the records with reasonable particularity, where the records are directly connected to that purpose (chapter 607) | Your written demand and the company's response |
When Does a Shareholder Have an Individual Claim?
A shareholder may sue directly for an actual or threatened injury that does not result solely from actual or threatened injury to the corporation. A shareholder may also sue directly if the violation of a separate statutory or contractual duty owed to that shareholder causes actual or threatened injury (chapter 607 of the Florida Statutes).
A derivative claim enforces the company's right. The owner must have shareholder status when the case is filed, and must have had that status when the conduct occurred or received it by transfer or operation of law from someone who did (chapter 607). See Derivative lawsuits.
For which remedy fits a freeze out tactic, see the remedies table on minority shareholder rights.
How Does the Firm Resolve Shareholder Disputes?
A shareholder dispute is resolved by negotiation or mediation, a buyout, a restructuring of the company, or a lawsuit.
The Law Offices of Aaron Resnick offers an approach to resolving shareholder disputes, which includes:
- Mediation and Negotiation: We often recommend mediation or direct negotiation as a first step to resolve disputes amicably, preserving business relationships and reducing legal costs.
- Litigation: When a settlement out of court is not possible, Aaron Resnick represents your interests in court.
- Corporate Restructuring: In some cases, restructuring the company might be a suitable solution to address ongoing shareholder disputes. We guide companies through the restructuring process to align interests and reduce future conflicts.
- Buyout Agreements: Facilitating buyouts between disputing shareholders can be an effective way to resolve conflicts. We assist in negotiating and drafting buyout agreements that are fair and beneficial for all parties involved.
Who Handles Shareholder Disputes in Miami?
Miami business attorney Aaron Resnick represents shareholders and businesses in shareholder disputes at the Law Offices of Aaron Resnick, in Miami Dade, Broward and Palm Beach counties and across Florida.
He reads the share records, the articles, the bylaws, any shareholder agreement and the board minutes to see who approved what. Then he negotiates or mediates, drafts the buyout agreement, or represents the client in court.
Speak to Aaron about the vote, transfer or distribution you object to and the date it happened.
Choosing the right attorney is crucial in shareholder disputes due to the potential impact on the business and its operations. Here's why businesses and shareholders in Miami trust us:
- Experienced Legal Team: Aaron Resnick has extensive experience in handling complex shareholder disputes.
- Legal Strategies: We understand that each shareholder dispute is unique.
- Proactive Communication: We keep our clients informed throughout the process.
Engage Our Shareholder Dispute Services
If you're involved in a shareholder dispute or foresee potential conflicts, don't wait until the issues escalate. Contact the Law Offices of Aaron Resnick today to schedule a consultation. We'll help you understand your rights and options, and devise a strategy to resolve your disputes in a manner that protects your interests and investments.
What Can Shareholders Bring to the First Meeting?
Bring the records that show your shares, the rules the company runs on and the decision in dispute.
- Share certificates or ledger entries showing your shares and when you acquired them.
- The articles of incorporation, bylaws and any shareholder agreement, with every amendment.
- Board and shareholder minutes and written consents for the disputed decision.
- Notices of meetings, votes, share issuances or transfers.
- Distribution and compensation history for the period in question.
- Any records demand you sent and the company's response.
- A short timeline with the key dates and the next deadline.
Speak to Aaron first, and hold the documents until the firm confirms it can review them.
Related pages cover minority shareholder rights and partnership disputes.
Related questions: What Should a Florida Shareholder Agreement Include? · What If I Suspect a Breach of Fiduciary Duty?
Related practice pages: Books and records disputes · Shareholder derivative lawsuits · Shareholder, partner or LLC member disputes · Miami minority shareholder attorney
We Don't Make Promises. We Have Results to Prove It.
Aaron Resnick has handled business disputes in Miami since 1998 and is a fourth generation Miami resident. He works hands-on on every case; the client gets Aaron on every major litigation issue, not a junior partner. The Law Offices of Aaron Resnick represents large corporations, Miami businesses and their owners, professional athletes and entertainers in Miami Dade, Broward and Palm Beach counties and across Florida in business litigation and business counsel. Call 305-672-7495 or request a consultation.
This page provides general information and is not legal advice. Prior results do not guarantee or predict a similar outcome.
