Florida Shareholders May Sue Corporate Directors: 4th DCA provides roadmap for Florida shareholder lawsuit (September 2, 2015)

Shareholders in Florida corporations should pay note to a recent Palm Beach Appeals court case issued September 2, 2015.  Likewise, Florida business litigation law firms which deal with shareholder lawsuits or the defense of Florida corporations or the board of directors should take note.   The case isStrazzulaa v. Riverside Banking Company, 4D14-768.  Here is a link to read this business litigation Florida 4th District Court of Appeal decision: http://4dca.org/opinions/Sept.%202015/9-02-15/4D14-768.op.pdf

Can a Florida Shareholder Sue Florida Corporate Directors or Must they Bring a Derivative Action?

• A commercial litigation case was held in Indian River County
• The business lawsuit dealt with whether shareholders of a Florida corporation couldsue the directors
• Can Florida shareholders bring a direct action in their individual (shareholder) capacity for negligence and fraudulent misrepresentation?
• Or, must the shareholders of the Florida corporation file a derivative action in the name of the corporation?
• Does a Florida shareholder have legal standing to sue the board of directors of a Florida corporation or must they file a derivative action?
• In this Florida corporate lawsuit and shareholder case, the Florida 4th DCA held that since the shareholders alleged a direct harm and a special injury, the shareholders should have been permitted to bring the direct action against the Florida corporate board of directors
• Put another way, if shareholders of a Florida corporation allege a direct harm andspecial injury, they can sue the corporate directors and need not be limited to a derivative action.  In other words, in such a Florida shareholer lawsuit, the shareholders have legal standing to sue the Florida corporate directors.