Within the entity
Identify duties and authority
Review the entity form, governing documents, roles, approvals, conflicts, information rights, and challenged decisions.
Commercial Litigation
Fiduciary Duty& Derivative Claims
The Matter
When Authority and Loyalty Are Put in Question
Fiduciary-duty and derivative disputes require careful separation of the alleged conduct, the governing entity documents, who suffered the claimed harm, and who has authority to pursue a remedy.
At the claimed harm
Separate direct and entity injury
Determine whether the alleged injury belongs to an owner individually, the entity, or both under the governing framework.
Before a claim proceeds
Test procedural requirements
Analyze standing, demand, independence, special procedures, preservation, and the relief actually sought.
How the Claim Is Framed
Labels are not enough. The transaction, decision process, disclosures, benefit, entity record, causation, and procedural posture must support the theory presented.
Source and scope of duty
The entity form, statutes, governing agreement, role, and circumstances inform what obligations may apply.
Conflict and decision process
Personal benefit, disclosure, approval, independence, information considered, and process can be central.
Direct or derivative character
The nature of the alleged injury and requested recovery affects who may bring the claim and for whose benefit.
Remedies and defenses
Damages, disgorgement, injunction, accounting, ratification, exculpation, reliance, and other issues depend on law and proof.
The relevance and legal effect of each factor depend on the documents, parties, governing law, and procedural posture. This framework is general information, not a conclusion about a specific matter.
Terms You May Hear
Understanding Fiduciary and Derivative Terms
Plain-English orientation to recurring concepts. Entity-specific statutes, documents, facts, and procedure control the analysis.
Derivative Action
A claim pursued on behalf of an entity for an alleged injury to that entity, subject to procedural requirements.
The Matter,Step by Step
The work begins with the complete entity record and disputed transaction, then moves through claim classification, procedure, evidence, and potential business or judicial resolution.
Discuss Your SituationSecure entity and transaction records
Preserve agreements, bylaws, filings, ledgers, minutes, consents, communications, and financial materials.
Map roles, authority, and interests
Identify decision-makers, ownership, delegated powers, disclosures, conflicts, and approvals.
Classify the alleged injury
Analyze who allegedly suffered harm and who would receive the requested recovery.
Evaluate procedural posture
Review standing, demand, independence, forum, preservation, and any urgent relief.
Develop claims and defenses
Test duty, breach, causation, damages, approval, reliance, ratification, and document-based defenses.
Resolve or adjudicate
Consider governance corrections, accounting, buyout, negotiated terms, mediation, or litigation as supported.
An owner dispute can span governance and litigation.
Explore related governance-document, business-dispute, and commercial-litigation services.
Explore Practice AreasPractice Areas
Verum Law represents individuals and businesses in civil litigation and transactional matters across Florida.
Bodily Injury: 10 services
Bodily injury is physical harm to a person from a crash, a fall, unsafe property, a defective product, an animal attack, or a death. Verum Law represents people and families in car accidents, catastrophic injury, bus accidents, dog bites and animal attacks, hotel and resort injuries, product liability, premises liability, wrongful death, traumatic brain injury, and slip and fall.
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Car Accidents
Bodily Injury
Catastrophic Injury
Bodily Injury
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Bodily Injury
Dog Bites and Animal Attacks
Bodily Injury
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Bodily Injury
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Bodily Injury
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Bodily Injury
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Bodily Injury
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WhyVerum Law
A Fort Lauderdale firm representing Florida individuals and businesses in civil litigation and transactional matters, from the first consultation through appeal.
Charles Possino is the founding and managing partner of Verum Law, PLLC. His practice focuses on civil litigation, commercial and contract disputes, business entity formation, and ongoing counsel for entrepreneurs and growing businesses.
He has handled breach of contract, indemnification, fraud, and professional liability matters in Florida state and federal courts, from dispositive motions through trial and appeal, including a favorable decision before Florida’s Sixth District Court of Appeal.
FiduciaryClaimQuestions
General orientation only. Duties, standing, procedures, defenses, and remedies vary by entity form, documents, facts, and current law.
Free Case ConsultationWhat makes a claim derivative?
The classification generally turns on whose right was violated, who suffered the alleged injury, and who would receive the benefit of recovery—not the label used.
Can an owner sue for harm to the company?
Derivative procedures may allow a qualifying owner to pursue an entity claim, but standing, demand, and other requirements need specific review.
Do operating agreements affect fiduciary duties?
They may affect governance and duties within limits set by applicable law. The exact language, entity form, and conduct must be analyzed.
What records are important?
Governing documents, ownership records, minutes, consents, disclosures, transaction materials, financial records, communications, and benefit evidence often matter.
Can the dispute be resolved without dissolving the business?
Potential resolutions may include governance changes, disclosures, accounting, repayment, buyout, releases, or other negotiated terms depending on the parties and entity.
What remedies may be requested?
Potential remedies vary and may include monetary, equitable, accounting, governance, or transaction-focused relief; entitlement must be established.