Business Litigation Attorney — Glendale & Los Angeles
Business litigation between owners is different from litigation between strangers. The parties still have to work together, or divide something neither wants to give up.
What is a shareholder dispute, and how is it resolved in California?
A shareholder or member dispute arises when owners disagree over control, compensation, distributions, or an exit. California remedies include direct claims for breach of fiduciary duty and contract, derivative claims brought on the company's behalf, statutory inspection actions, involuntary dissolution, and the buyout procedure that allows other owners to purchase the moving party's interest at fair value instead of dissolving.
Owner Disputes and Commercial Litigation
Litigation among business owners carries dynamics that ordinary commercial cases do not. The company keeps operating while the case proceeds, so decisions about payroll, distributions, contracts, and access to records become live disputes. Provisional remedies — receivership, injunctions preserving the status quo, expedited accountings — often matter more in the first month than the merits will at trial.
A recurring threshold question is whether a claim belongs to the owner directly or to the company derivatively. That characterization determines who may sue, who controls the claim, who recovers, and what procedural prerequisites apply. Getting it wrong can result in dismissal after significant expense, which is why it is decided at the pleading stage rather than assumed.
The firm handles these matters together with governance counseling and contract enforcement, and pursues mediation where the economics support it. Owner disputes usually resolve in a buyout, and identifying that outcome early tends to reduce the cost of arriving at it.
330 North Brand Boulevard, Suite 1280
Glendale, California 91203
Los Angeles County Superior Court, including the Glendale and Stanley Mosk courthouses.
Formation, contracts, governance, transactions, and litigation for closely held California companies.
Business Litigation Matters We Handle
For companies, owners, and executives in Glendale, Los Angeles, and across Southern California.
Shareholder & Member Disputes
Control contests, oppression claims, excessive compensation, withheld distributions, dilution, and exclusion from management.
Breach of Fiduciary Duty
Claims against directors, officers, managing members, and partners for self-dealing, usurpation of opportunity, and failure of oversight.
Derivative Actions
Claims brought on the company's behalf, including demand requirements, demand futility, and the special problems of closely held entities.
Business Torts
Tortious interference, unfair competition, trade secret misappropriation, fraud, and conversion arising from commercial relationships.
Dissolution & Buyout
Involuntary dissolution proceedings and the statutory buyout alternative that lets remaining owners purchase the moving party's interest at fair value.
Provisional Remedies
Receivership, injunctive relief, writs of attachment, and expedited accountings to preserve assets while a dispute is litigated.
Business Disputes That Reach Our Office
Composite examples drawn from the kinds of matters this practice handles. They illustrate common fact patterns and are not descriptions of specific client cases or predictions of any result.
The Locked-Out Partner
A minority owner arrives to find their access revoked, their salary stopped, and their name removed from the bank accounts. The immediate question is provisional relief and records access; the ultimate question is the terms of a buyout.
The Competing Venture
A departing officer forms a competing company and solicits the employer's customers using information taken on the way out. The claims sound in fiduciary duty, trade secret, and interference — and speed determines whether relief is meaningful.
The Family Business Succession
Second-generation owners disagree about selling a business their parent built. With no buy-sell mechanism, the realistic paths are a negotiated buyout or dissolution proceedings with a statutory buyout election.
When a Business Dispute Needs Litigation Counsel
- You have been excluded from management, records, or accounts.
- Company assets or opportunities appear to be diverted.
- A departing owner or employee is competing or soliciting customers.
- Distributions have stopped without explanation.
- Dissolution has been threatened or filed.
- You have been served with a complaint and must respond within the statutory period.
What to Do First
Secure the record
Preserve financials, emails, and company documents you already have lawful access to, before access is restricted. Do not take what you are not entitled to.
Decide the objective early
Control, exit at fair value, or damages are different cases. Naming the goal in month one materially reduces what it costs to reach it.
Consider provisional relief
Where assets are at risk, the first thirty days matter more than the next twelve months. Injunctive relief and receivership are early decisions.
Corporate Litigation — Questions California Clients Ask
What owners and executives ask when a business dispute becomes litigation.
What types of disputes fall under corporate litigation in California?
Corporate litigation encompasses shareholder disputes, breach of fiduciary duty claims, shareholder derivative actions, partnership disputes, business divorce proceedings, director and officer liability claims, and disputes arising from mergers, acquisitions, or corporate transactions.
What is a shareholder oppression claim in California?
Shareholder oppression occurs when majority shareholders use their control to treat minority shareholders unfairly — by excluding them from management, withholding distributions, diluting their ownership, or diverting corporate opportunities for personal gain. California courts can order buyouts and other equitable remedies in oppression cases.
What is a business divorce?
A business divorce refers to the dissolution of a business relationship between co-owners of a closely held corporation, LLC, or partnership — typically through a negotiated buyout, a forced buyout under the operating agreement, or a court-ordered dissolution and winding up of the business.
What happens when co-owners are deadlocked in a California corporation?
When corporate deadlock prevents the company from making necessary decisions, a shareholder may petition a California court for judicial dissolution or appointment of a provisional director or custodian to manage the corporation's affairs temporarily and facilitate a resolution.
What is the "entire fairness" standard in California corporate law?
When directors approve a transaction in which they have a financial interest, the entire fairness standard may apply — requiring the corporation to show that both the process used to approve the deal (fair dealing) and the transaction's economic terms (fair price) were fair to the corporation and its disinterested shareholders.
Can a minority shareholder force a buyout in California?
Yes. California Corporations Code section 2000 allows a court to order a buyout of a minority shareholder's interest at fair value as an alternative to judicial dissolution in certain circumstances. The minority shareholder may also have rights under a shareholders' agreement or operating agreement that require the majority to purchase their shares.
What is an indemnification provision and why does it matter in litigation?
An indemnification provision in a corporate charter, bylaws, or operating agreement determines whether the company will advance expenses and pay judgments on behalf of directors, officers, or employees who are sued in connection with their roles. These provisions are critical in determining who bears the financial burden of litigation within the organization.
When should I consult an attorney about a corporate dispute?
You should consult an attorney as soon as you identify signs of a dispute — such as withheld distributions, exclusion from management, allegations of misconduct, or demands from a co-owner. Early legal intervention often allows for resolution short of litigation, which is faster and less expensive than a full corporate dispute proceeding.
Local Representation
Business litigation involving Los Angeles County companies is filed and tried in the county courts.
Talk to a Business Attorney
In owner disputes, the first thirty days shape the next year. If you have been excluded, served, or are considering filing, get advice before acting.