Who we represent
Ownership disputes rarely start as lawsuits. They start with a stalled vote, a partner who stops sharing the numbers, a distribution that never arrives, or a co-owner who seems to be running a competing business on the side. We represent LLC members, corporate shareholders, general and limited partners, and the companies themselves — usually closely held businesses where the owners also run the operation day to day.
We work with majority and minority owners alike throughout Miami-Dade and Broward County, including Miami, Coral Gables, Doral, Miami Beach, Fort Lauderdale, and Hollywood. Our business division is led by Marcus T. Ellison, who spent his early career in commercial litigation.
What we handle
- Deadlock between equal owners or factions, including enforcement of buy-sell and tie-breaking provisions
- Minority-owner oppression and freeze-outs — exclusion from management, withheld distributions, dilution, or diverted opportunities
- Breach of fiduciary duty claims involving self-dealing, misuse of company funds, or competing with the business
- Buyouts and valuation disagreements, including disputes over formulas, discounts, and the valuation date
- Access to books and records when an owner is shut out of the company’s financial information
- Member expulsion and dissociation under the operating agreement
- Dissolution and wind-down, voluntary or court-supervised
The governing documents come first
In most ownership disputes, the first question is what the owners already agreed to. An operating agreement, shareholders’ agreement, or partnership agreement may control voting, transfer restrictions, buy-sell triggers, valuation methods, expulsion, and how disputes must be resolved — sometimes requiring mediation or arbitration before anyone files suit. Where the documents are silent, Florida’s statutes fill the gaps: the Florida Revised Limited Liability Company Act (Chapter 605, Florida Statutes) for LLCs and the Florida Business Corporation Act (Chapter 607) for corporations.
A few statutory tools come up often:
- Information rights for LLC members. Section 605.0410 gives members rights to inspect and copy company records and to request information, with the scope depending on whether the LLC is member-managed or manager-managed.
- Shareholder inspection rights. Section 607.1602 lets shareholders inspect corporate records on written demand given at least five business days in advance; access to more sensitive records requires a demand made in good faith, for a proper purpose, and described with reasonable particularity.
- Judicial dissolution of an LLC. Under section 605.0702(1)(b), a member or manager may ask a court to dissolve the company on specified grounds — including that those in control are acting illegally or fraudulently, that assets are being misappropriated or wasted, or that management is deadlocked and irreparable injury is threatened. If the operating agreement contains a deadlock sale provision, the statute gives that mechanism priority in a deadlock.
How we work
Litigation between owners is expensive, slow, and public, and it can damage the very business everyone is fighting over. Our approach is to build leverage early and use it to negotiate an exit or restructuring before litigation whenever that serves the client — while preparing as though the case will be tried.
- Read the documents and the numbers. Governing agreements, minutes, tax returns, bank records, and the course of dealing between the owners.
- Secure information and protect the status quo. Records demands, preservation letters, and, where warranted, emergency court relief.
- Value the interest. Working with independent valuation and forensic accounting professionals when the stakes call for it.
- Negotiate the outcome. Buyouts, redemptions, structured separations, or governance changes — documented so the deal holds.
- Litigate or arbitrate when needed. Fiduciary-duty claims, accounting actions, dissolution proceedings, and defense against them.
When a dispute may be more than civil
Some ownership fights surface evidence that money was taken or records were falsified. Those facts can draw the attention of prosecutors as well as civil courts — for either side. Because the firm also has a white collar and fraud defense practice, our business and criminal attorneys can coordinate so that what you say or file in the civil case does not create problems elsewhere.
This page provides general information about ownership disputes under Florida law and is not legal advice. Laws change and every situation is different. Reading this page or contacting the firm does not create an attorney-client relationship. Please consult a licensed attorney about your specific situation.