Shareholders May Sue Florida Companies & Directors if Direct Harm & Special Injury Exist: September 2, 2015 Florida appeals court 4th DCA

The Palm Beach appeals court, Florida’s 4th District Court of Appeal, issued an importantbusiness law opinion on September 2, 2015 in the case of Strazzulla v. Riverside Banking Company. If you are a business lawyer, commercial litigator, or if you sit on aFlorida corporation’s board of directors, you should consider reading this Indian River County case which made it to the 4th DCA in West Palm Beach.

1. Can a Florida shareholder simply sue a corporation and its directors, or must it bring a corporate lawsuit on behalf of all shareholders or on behalf of the Florida company if the shareholder believes that there has been damage or wrong?
2. Shareholders of a Florida company are, under certain circumstances, not limited to filing a derivative action against a Florida corporation to recover losses or correct alleged wrongs by the company or its directors.
3. Shareholders may maintain their own corporate lawsuit against a Florida company or its board of directors if the shareholder can allege or demonstrate a direct harm and aspecial injury.
4. If you serve on the board of directors for a Florida company, you may also want to read this case and see what comments you may, or should not, make, to shareholders after a shareholder meeting.
5. The 4th DCA spent time in its opinion explaining what a direct harm is and what a special injury is.
6. Those who are interested in such Florida corporate matters, or shareholder rights, should also consider reading the 2014 Florida case of Dinuro Investments, LLC v. Camacho, 141 So. 3d 731 (Fla. 3rd DCA, 2014).
7. Here is a link to read this recent Florida 4th DCA case on shareholder lawsuits, and fraudulent misrepresentation: http://4dca.org/opinions/Sept.%202015/9-02-15/4D14-768.op.pdf