Whether you are looking to shed underperforming partners, hold corporate management accountable for breaching their fiduciary duties, or simply find someone to independently represent an entity during a corporate divorce, MM&H’s lawyers have been there and done that. Not only do MM&H’s lawyers know Florida law inside and out, they have repeatedly made these arguments before complex business litigation judges tasked with handling these types of disputes. Here are a few examples of cases handled by MM&H’s lawyers:

Case Study: In early 2019, MM&H partners Yaniv Adar and Josh Migdal were asked to represent a minority member of a two-member limited liability company after he was frozen out of the company he helped build from scratch. MM&H filed direct and derivative claims against the majority owner of the company while defending against a claim for disassociation (i.e., judicial expulsion). After nearly two years of protracted litigation, the majority member petitioned to dissolve the company, allowing the frozen out member to invoke his statutory right to buy-out the majority member at fair market value. Within weeks, the case settled.

Case Study: After abandoning the family business, a brother sued his siblings directly over what he believed to be bloated salaries and acts of self-dealing. After years of litigation in Miami-Dade County’s Complex Business Litigation Section, MM&H attorney Yaniv Adar was part of the team that secured complete summary judgment in favor of the siblings by convincing the Court, and the Third District Court of Appeal, that all of the claims at issue should have been brought derivatively. Yaniv also helped to secure an entitlement to attorneys’ fees pursuant to Florida’s offer of judgment statute. When the disgruntled sibling attempted to re-file his claims in arbitration, Yaniv was able to enjoin the arbitration based on a waiver of his right to arbitrate due to prior litigation conduct.

Case Study: After a minority member of a closely held company was sued for trumped up business tort claims, Darci Cohen, Yaniv Adar, and Josh Migdal invoked a contractual right to advancement of all of their fees and costs as provided for in the parties’ operating agreement. Once the majority owners realized they would have to pay to defend the person they were suing, the parties quickly reached a buyout of the MM&H’s interest in the closely held enterprise.

Case Study: In the middle of the COVID-19 pandemic, MM&H was asked to advise majority owners of a closely held company how to excise them from the corporate marriage with people they no longer trusted. MM&H did a deep dive into the governing corporate documents and Florida law, preparing a comprehensive litigation plan outlining the parties’ rights and creating detailed courses of action. Once the minority members realized the marriage was broken and the majority members were not going to be taken advantage of, the parties were able to agree on a pre-suit buyout at fair market value.

Watch the video discussion with Etan Mark and Yaniv Adar on direct vs derivative claims in Florida.