Representation in Ownership, Partnership, Shareholder, and Company Disputes

Disputes within a business can jeopardize ownership interests, management authority, company assets, customer relationships, employees, and the future of the enterprise. Conflicts among shareholders, LLC members, partners, officers, directors, and departing owners often require a combination of legal analysis, financial investigation, negotiation, and courtroom experience.

St. Johns Law Group represents companies, entrepreneurs, shareholders, limited liability company members, partners, officers, directors, investors, and professionals in business disputes throughout St. Augustine, St. Johns County, Northeast Florida, and selected matters across Florida.

We are Trial Attorneys – 3 Jury Trials, 3 Months, 3 Wins – CLICK HERE

14 Attorneys with 300+ Years of Combined Experienc

$10,000,000+ Jury Trial Win in a Business Dispute

Our business litigators handle ownership disputes, breach of fiduciary duty claims, partnership and shareholder conflicts, business divorces, member deadlock, minority-owner claims, company mismanagement, restrictive covenants, trade-secret claims, buyout disputes, and judicial dissolution proceedings.

Pro Tip:  Before hiring a litigator, ask how many cases they have taken to trial and if they have a successful trial team. 

What Is Business Litigation?

Business litigation focuses on disputes involving the formation, ownership, governance, management, operation, or dissolution of a company.

Although the terms “business litigation” and “commercial litigation” are sometimes used interchangeably, they can target different types of controversies.

Commercial litigation commonly involves disputes between separate market participants, such as a buyer and seller, landlord and tenant, lender and borrower, developer and contractor, or two companies operating under a commercial contract.

Business litigation more often concerns the internal affairs of a company, including disputes among:

• LLC members
• Business partners
• Shareholders
• Officers and directors
• Majority and minority owners
• Founders and investors
• Family members who jointly own a business
• Departing executives or employees
• The company and its fiduciaries

These cases can be especially difficult because personal relationships, company finances, management authority, and legal rights are frequently intertwined.

Business Litigation Matters We Handle

LLC Member Disputes

Limited liability company disputes may arise when members disagree over control, distributions, compensation, access to records, capital contributions, company opportunities, or the interpretation of an operating agreement.

We represent LLCs and individual members in disputes involving:

• Voting and management authority
• Member deadlock
• Distributions
• Capital calls and contributions
• Member compensation
• Removal of a manager
• Admission of new members
• Unauthorized transactions
• Misuse of company funds
• Access to books and records
• Fiduciary duties
• Related-party transactions
• Transfers of membership interests
• Member withdrawal
• Buyout rights
• Judicial dissolution

The operating agreement is often central to the case, but Florida’s LLC statutes, fiduciary principles, financial records, and the parties’ course of conduct may also affect the outcome.

Partnership Disputes

Partnership disputes can arise in formally organized partnerships or in relationships where the parties operated as co-owners without documenting their arrangement adequately.

Common issues include:

• Whether a partnership exists
• Ownership percentages
• Profit and loss allocations
• Partner compensation
• Management and voting authority
• Exclusion from the business
• Misappropriation of partnership assets
• Diversion of customers or opportunities
• Failure to account
• Breach of a partnership agreement
• Withdrawal or expulsion
• Valuation and buyout disputes
• Partnership dissolution

When the governing documents are incomplete or unclear, bank records, tax returns, communications, contributions, and the parties’ conduct may become critical evidence.

Shareholder and Corporate Disputes

Closely held corporations can become deadlocked or dysfunctional when shareholders disagree about control, compensation, distributions, strategic direction, or the use of corporate assets.

Our attorneys handle disputes involving:

• Shareholder agreements
• Voting rights
• Board composition
• Officer authority
• Shareholder deadlock
• Minority-shareholder rights
• Oppressive conduct
• Unequal distributions
• Excessive compensation
• Misuse of corporate funds
• Inspection of corporate records
• Stock-transfer restrictions
• Buy-sell agreements
• Corporate opportunities
• Derivative claims
• Judicial dissolution

Because ownership and management rights depend heavily on governing documents, we analyze articles of incorporation, bylaws, shareholder agreements, minutes, resolutions, stock records, and financial information.

Breach of Fiduciary Duty

Owners, managers, partners, officers, and directors may owe duties to the company or to other owners. The nature and scope of those duties depend on the entity, governing documents, applicable statutes, and the individual’s role.

Breach-of-fiduciary-duty claims may involve:

• Self-dealing
• Conflicts of interest
• Misuse of company assets
• Diversion of business opportunities
• Secret profits
• Competing with the company
• Concealing material information
• Manipulating distributions
• Improper related-party transactions
• Unauthorized compensation
• Failure to disclose financial information
• Mismanagement
• Waste of company assets

Potential remedies may include damages, disgorgement, an accounting, injunctive relief, constructive trusts, removal from management, or other equitable relief.

Minority-Owner Oppression and Freeze-Out Claims

Minority owners in closely held businesses may have limited practical power even when they hold substantial economic interests. A controlling owner may attempt to pressure a minority owner to sell at an unfair price or abandon the investment.

Potential freeze-out tactics include:

• Terminating the minority owner’s employment
• Withholding distributions
• Paying excessive compensation to controlling owners
• Denying access to company records
• Removing the minority owner from management
• Diluting the owner’s interest
• Diverting opportunities to another entity
• Entering unfair related-party transactions
• Excluding the owner from important decisions
• Using company funds for personal expenses

We represent both minority owners asserting claims and majority owners defending management decisions.

Business Deadlock

A company may become unable to function when owners with equal voting rights cannot agree on important decisions.

Deadlock may affect:

• Hiring or removal of management
• Compensation
• Distributions
• Financing
• Major purchases
• Sale of the business
• Admission of new owners
• Business strategy
• Litigation decisions
• Access to bank accounts
• Execution of contracts

Possible solutions may include negotiated governance terms, appointment of a neutral decision-maker, restructuring, a buyout, sale of the company, mediation, or judicial dissolution.

Business Divorce and Owner Separation

A “business divorce” is the separation of owners who can no longer operate a company together. A carefully structured separation may preserve business value and avoid prolonged litigation.

In 2026, We Successfully Obtained a Judicial Dissolution Judgment After a 4 Day Trial

Business separations may involve:

• Valuation of ownership interests
• Purchase of one owner’s interest
• Allocation of debts and liabilities
• Division of customers or territories
• Transfer of intellectual property
• Responsibility for pending contracts
• Treatment of employees
• Continued use of company names
• Restrictive covenants
• Mutual releases
• Payment terms and security
• Tax considerations
• Confidentiality
• Transition obligations

When a negotiated separation is not possible, litigation may be necessary to determine ownership rights, enforce governing agreements, obtain an accounting, or dissolve the entity.

Buy-Sell Agreement and Valuation Disputes

Buy-sell agreements often establish when an owner may or must sell an interest and how the price will be determined. Disputes may arise over:

• Whether a triggering event occurred
• The applicable valuation date
• The valuation methodology
• Discounts for lack of control or marketability
• Treatment of company debt
• Goodwill
• Life-insurance proceeds
• Payment terms
• Appraisal procedures
• Compliance with notice requirements
• Whether the agreement is enforceable

Business valuation disputes may require forensic accountants, valuation professionals, industry experts, or other specialized witnesses.

Accounting and Books-and-Records Actions

An owner who lacks reliable information about company finances may need to seek access to records or request a formal accounting.

Relevant records may include:

• General ledgers
• Bank statements
• Tax returns
• Financial statements
• Payroll records
• Credit-card statements
• Customer and vendor records
• Accounts receivable
• Loan documents
• Ownership records
• Meeting minutes
• Contracts
• Electronic accounting files

Books-and-records disputes often serve as an early step in determining whether company assets have been misused or whether additional claims exist.

Misappropriation of Company Assets

A business dispute may involve allegations that an owner, officer, employee, or manager diverted company money, customers, opportunities, confidential information, or other assets.

Examples include:

• Unauthorized withdrawals
• Personal use of company funds
• False expense reimbursements
• Payments to related entities
• Diversion of receivables
• Transfer of customers
• Use of company employees for personal projects
• Unauthorized loans
• Concealed compensation
• Transfer of intellectual property
• Destruction or alteration of financial records

These matters may require emergency relief, expedited discovery, forensic accounting, or asset-tracing.

Derivative Actions

A derivative action may be brought by an owner on behalf of the company when those controlling the entity refuse to pursue claims belonging to the company.

Derivative claims may involve:

• Breach of fiduciary duty
• Corporate waste
• Misappropriation
• Self-dealing
• Diversion of company opportunities
• Improper compensation
• Related-party transactions
• Damage caused by officers or managers

Derivative litigation involves procedural requirements that differ from a direct claim brought by an owner for personal harm. Determining whether a claim is direct, derivative, or both is often a significant threshold issue.

Fraud and Misrepresentation Between Business Owners

Business partners and owners sometimes accuse one another of making false statements or concealing material information during the formation, operation, financing, acquisition, or sale of a company.

Claims may involve:

• Misrepresentation of revenue or profitability
• Concealment of liabilities
• False statements about ownership
• Misrepresentation of capital contributions
• Concealed side agreements
• Inflated business valuations
• Undisclosed conflicts of interest
• Fraudulent inducement
• Manipulation of financial records

The evidence may include emails, text messages, financial statements, tax records, investor presentations, contracts, and testimony concerning the parties’ discussions.

Noncompetition, Nonsolicitation, and Trade-Secret Disputes

Business litigation may arise when an owner, executive, employee, or independent contractor leaves and begins competing with the company.

We represent parties in disputes involving:

• Noncompetition agreements
• Customer nonsolicitation provisions
• Employee nonsolicitation provisions
• Confidentiality agreements
• Trade secrets
• Customer lists
• Pricing information
• Business plans
• Proprietary processes
• Emergency injunctions
• Return of company property
• Computer and data access

These disputes may require immediate investigation and court intervention before the alleged harm becomes difficult to reverse.

Business Dissolution

Judicial dissolution may be considered when a company can no longer operate as intended because of deadlock, unlawful conduct, waste, abandonment, or other serious circumstances.

Dissolution litigation may involve:

• Whether statutory grounds exist
• Appointment of a receiver or custodian
• Preservation of company assets
• Continuation of business operations
• Payment of creditors
• Sale of company property
• Valuation and buyout rights
• Winding up
• Distribution of remaining assets
• Claims among owners

Dissolution can be disruptive and expensive. We evaluate negotiated buyouts, restructuring, mediation, or other alternatives before pursuing or opposing dissolution.

Direct Claims and Derivative Claims

A central issue in many ownership disputes is whether the alleged injury belongs to the individual owner or to the company.

A direct claim generally seeks relief for harm suffered personally by the owner. A derivative claim seeks recovery for harm suffered by the entity, even though the alleged misconduct may indirectly reduce the value of the owner’s interest.

The distinction can affect:

• Who may bring the claim
• Pre-suit demand requirements
• Who receives any recovery
• Available defenses
• Attorney’s-fee issues
• Settlement authority
• Procedural requirements

Misclassifying a claim may result in dismissal or delay. The nature of the injury and the relief requested should be evaluated carefully at the outset.

Emergency Relief in Business Disputes

Internal company disputes can escalate rapidly. Emergency court relief may be appropriate when there is an immediate risk that someone will:

• Transfer company funds
• Sell or encumber assets
• Destroy financial records
• Lock an owner out of company systems
• Divert customers
• Misuse confidential information
• Violate a restrictive covenant
• Interfere with management
• Dissipate company property
• Take unauthorized action in the company’s name

Our attorneys handle requests for and defenses against temporary injunctions, temporary restraining orders, receiverships, preservation orders, expedited discovery, and other provisional remedies.

Business Litigation Involving Family-Owned Companies

Disputes within family-owned businesses are often legally and emotionally complex. Family roles, inheritance expectations, informal agreements, compensation practices, and longstanding personal relationships can make ordinary governance disagreements especially difficult.

These cases may involve:

• Parent-child ownership disputes
• Sibling disputes
• Succession planning
• Unequal ownership or compensation
• Informal promises
• Transfers of ownership interests
• Estate and trust issues
• Employment of family members
• Buyouts following death or disability
• Disagreements over the sale of the company

A successful strategy must account for both the legal issues and the practical realities of the family relationship.

Mediation and Negotiated Business Resolutions

A negotiated resolution can sometimes preserve value that would otherwise be consumed by litigation.

Potential resolutions include:

• Buyout of an owner
• Sale of the company
• Division of assets or business lines
• Revised management rights
• Appointment of an independent manager
• Structured distributions
• Repayment of disputed funds
• Access to books and records
• New employment or consulting terms
• Mutual restrictive covenants
• Confidentiality agreements
• Releases and transition plans

Our attorneys prepare thoroughly for mediation and structure settlement terms designed to reduce future disputes.

Business Trial Attorneys

When negotiations fail, business litigation must be developed for trial. The complexity of ownership, accounting, fiduciary-duty, and valuation claims requires careful organization of documents and testimony.

Our litigation team handles:

• Complaints, answers, and counterclaims
• Emergency injunction hearings
• Written discovery
• Depositions
• Electronic evidence
• Financial-record analysis
• Forensic-accounting issues
• Expert witnesses
• Summary-judgment motions
• Pretrial motions
• Jury and nonjury trials
• Post-trial proceedings
• Appeals

We focus on presenting complicated company relationships and financial transactions in a clear and persuasive manner.

Why Choose St. Johns Law Group for Business Litigation?

Multidisciplinary Business Experience

Our attorneys have experience in commercial transactions, business structuring, taxation, asset protection, healthcare business law, real estate, construction, and civil litigation. This helps us evaluate not only the lawsuit but also the company and transaction behind it.

Representation of Companies and Individual Owners

We represent business entities as well as shareholders, LLC members, partners, managers, officers, directors, and investors. Before accepting a matter, we carefully evaluate conflicts and identify who the client will be.

Trial-Focused Strategy

We prepare substantial disputes with trial in mind. At the same time, we continually evaluate whether mediation, restructuring, a buyout, or another negotiated resolution would better protect the client.

Attention to Financial Evidence

Business cases frequently turn on accounting records, distributions, compensation, transfers, valuation, and tracing of assets. We work with appropriate financial professionals when expert analysis is needed.

Practical Advice

The most aggressive legal tactic is not always the best business decision. We consider litigation expense, operational disruption, reputational consequences, collectability, tax issues, and the long-term value of the enterprise.

Frequently Asked Questions About Business Litigation

What is the difference between a business litigator and a commercial litigator?

A business litigator often focuses on disputes involving business ownership, governance, management, and fiduciary duties. A commercial litigator generally handles disputes arising from contracts and commercial transactions between separate parties. Many cases involve elements of both.

Can one LLC member sue another member?

Potentially. An LLC member may have direct claims, derivative claims on behalf of the company, or both. The operating agreement, Florida law, and the nature of the alleged injury determine the available claims.

Can a minority owner force a buyout?

There is not an automatic right to a buyout in every dispute. Buyout rights may arise under an operating agreement, shareholder agreement, buy-sell agreement, applicable statute, settlement, or as an alternative to dissolution in certain circumstances.

What can I do if my business partner is taking money?

Preserve financial records and communications, restrict access when lawfully permitted, and obtain legal advice promptly. Depending on the evidence and urgency, possible remedies may include an accounting, injunction, damages, removal from management, or derivative claims.

Can I inspect company financial records?

Owners may have statutory or contractual rights to inspect certain company records, subject to applicable procedures and limitations. A written demand should identify the records sought and comply with governing documents and Florida law.

What happens when 50/50 owners are deadlocked?

Possible solutions include mediation, a negotiated buyout, revised governance, appointment of an independent decision-maker, sale of the company, or judicial dissolution. The operating agreement or shareholder agreement should be reviewed first.

Can an owner compete with the company?

The answer depends on fiduciary duties, governing agreements, employment terms, restrictive covenants, and the circumstances. An owner who diverts an existing company opportunity or misuses confidential information may face liability even without a traditional noncompetition agreement.

How is a business valued during a buyout dispute?

Valuation may consider earnings, assets, liabilities, cash flow, market comparables, goodwill, ownership restrictions, and other factors. The governing agreement may specify a method or appraisal process.

Who pays attorney’s fees in a business dispute?

Each party generally pays its own attorney’s fees unless a contract, statute, or other legal basis permits an award. Operating agreements, shareholder agreements, employment agreements, and related contracts should be reviewed for fee provisions.

Should the company or the individual owner retain the lawyer?

That depends on whose interests require representation. A lawyer for the company does not automatically represent each owner. When interests differ, the company and individual owners may need separate counsel.

📞Speak With a St. Augustine Business Litigation Attorney

Ownership and management disputes can threaten the value and continued operation of a company. Early legal advice can help preserve records, prevent unauthorized transactions, evaluate fiduciary obligations, and identify opportunities for a negotiated resolution.

St. Johns Law Group represents businesses, LLC members, shareholders, partners, officers, directors, investors, and entrepreneurs throughout St. Augustine, St. Johns County, Ponte Vedra, Nocatee, Jacksonville, Palm Coast, Flagler County, and Northeast Florida.

📞 Call 904.495.0400 or email info@sjlawgroup.com to schedule a consultation.