St. Thomas Law Review
First Page
77
Document Type
Article
Abstract
This Article analyzes the evolving jurisprudence surrounding the classification of shareholder claims in Florida business entity litigation. Shareholder and member lawsuits take one of two forms: direct claims, which allege personal harm to the entity owner, and derivative claims, which seek redress on behalf of the entity. While both aim to deter insider misconduct and ensure accountability, the procedural posture and practical consequences of each are dramatically different. Direct claims allow shareholders immediate access to judicial relief. Derivative claims, by contrast, impose significant procedural hurdles that often preclude review on the merits. The proper classification of a claim is therefore critical, yet Florida courts have struggled to articulate a consistent framework, leading to doctrinal ambiguity and unpredictability. This Article surveys the key decisions that have shaped Florida’s approach, identifies the underlying sources of doctrinal tension, and proposes a unified framework to bring clarity and coherence to shareholder standing in the state.
Recommended Citation
Itai Fiegenbaum,
The Direct-Derivative Divide in Florida Shareholder Litigation,
38
St. Thomas L. Rev.
77
(2026).
Available at:
https://scholarship.stu.edu/stlr/vol38/iss2/2