Contact Ned Kimmelman


Business Attorney

Corporations are legal entities, separate and apart from the shareholders. Shareholders are not liable for what directors and officers do in their jobs at the company, but if the company is formed or used to defraud creditors or for an improper purpose, the shareholders can be held liable for corporate acts, as well.

Corporate Law

The directors and officers themselves are not liable for corporate acts if they are acting within the normal course and scope of their employment. However, if they use their position for personal gain or profit, or to seize what is otherwise a corporate opportunity, they can be held personally liable for their actions.

Florida Corporations Attorney

Although there are many Florida laws pertaining to corporation formation, obligations, rights and remedies, Florida Statutes Section 607 governs all types of corporations, and Florida Statutes Sections 608 and 621 govern Limited Liability Companies (LLC) and Professional Service Corporations. Each of those laws has many sections and sub-parts which control a separate aspect or nuance of business, such as entity formation, profit or non-profit, sharing profits and losses, director and officer liability, insurance, shareholder agreements, shareholder/member duties and rights, creditor rights and remedies, majority control, minority rights, “squeeze outs”, buy-sell agreements, appraisal rights, injunctions, indemnification, dissolution, and the fraudulent transfer or distribution of assets, to name just a few.

I research these laws and the legal case precedent which apply to your facts. Then I advise you of your legal rights and remedies, and recommend a course(s) of action, in and out of the courtroom.