Litigating and Judging California Business Entity Governance Disputes

JUSTENE M. ADAMEC is a Partner with Pumilia & Adamec LLP, a Los Angeles law firm. She received her B.A. degree in 1982 from the State University of New York at Buffalo (Psychology, magna cum laude) and her J.D. degree in 1988 from Southwestern University School of Law (cum laude), where she was Editor-in-Chief of the Law Review. She was formerly the co-chair of the Business Litigation Committee of the California Lawyers Business Law Section of the State Bar of California. Her practice focuses on representing closely held companies in litigation and she has tried cases in both court and jury trials, as well as in arbitration. Ms. Adamec began her career as an Associate Attorney at Baker & Hostetler and has also worked as an administrative law judge and a professional mediator.

DAVID E. AZAR is a Los Angeles-based Partner at Milberg Tadler Phillips Grossman LLP, a national law firm. He received his J.D. degree in 1999 from Duke University School of Law (magna cum laude and Order of the Coif), after which he clerked for Chief Justice Norman Veasey on the Delaware Supreme Court. He focuses his practice on business litigation, high net worth family law matters, and outside general counsel work for businesses and individuals. Areas of expertise include limited liability companies, partnerships, closely-held corporations, class actions, real estate, contracts, corporate governance, and business transactions/financings. Mr. Azar is an appointed member of the Business Litigation Committee of the California Lawyers Association (previously the California State Bar) and serves as a volunteer prosecutor through the Los Angeles Bar Association's Trial Advocacy Project. Mr. Azar is also a co-founding president and board member of the California Discovery Law Initiative, a non-profit that is reviving a publicly accessible and free-to-use website regarding California discovery law practice and case law. Before joining Milberg, Mr. Azar spent nine years representing business enterprises and high-net worth individuals at two prominent business litigation firms, Quinn Emanuel and Sullivan & Cromwell.

DARIN T. BEFFA is the managing attorney at Beffa Law, a business litigation boutique in Los Angeles. He received his J.D., cum laude, from Harvard Law School in 2006. Before law school, he worked as a Legislative Assistant to United States Congressman George R. Nethercutt, Jr. After graduation, he clerked in the Central District of California for United States District Judge George H. King. Before starting his own firm, Mr. Beffa spent more than nine years in the General Litigation and Intellectual Property Litigation groups at the international law firm Kirkland & Ellis LLP. His current practice focuses on representing small and medium-sized businesses as well as individuals in all forms of business litigation, including contracts, business torts, partnership disputes, and intellectual property. Mr. Beffa also serves on the board of the non-profit Constitutional Rights Foundation, which seeks to give students the tools and education needed to become engaged civic participants.

JEFFREY T. MAKOFF, EXECUTIVE EDITOR, is a Partner in Valle Makoff LLP, a San Francisco and Los Angeles law firm. He received his A.B. degree in 1981 from the University of California, Los Angeles (Political Science, cum laude) and his J.D. degree in 1985 from the University of California, Hastings College of the Law. He is admitted to practice in California, Ohio and the District of Columbia and was Co-Chair of the Business Litigation Committee, Business Law Section of the State Bar of California (2015-2016). His practice encompasses a wide range of fiduciary cases and issues involving trustees and beneficiaries; corporate and LLC directors, officers, shareholders, and members; partners and joint venturers; spouses; parties who have Marvin issues (property claims between unmarried intimate partners); broker-dealers; and investment advisors. Before forming Valle Makoff's predecessor firm in 1992, Mr. Makoff was an associate with Skadden, Arps, Slate, Meagher & Flom, where he primarily handled securities and fiduciary matters.

KIRK MILLER is the owner of the Law Office of Kirk Miller, located in Del Mar, California. Mr. Miller has been in private practice since 1984, when he began practicing law with the Los Angeles law firm Ball Hunt Hart Brown & Baerwitz. In 1986, he moved to San Diego, ultimately becoming a shareholder in the San Diego law firm Duckor Spradling Metzger & Wynne. Mr. Miller received his B.A. degree in 1981 from California State University, Long Beach (Religious Studies) and his J.D. degree (cum laude) in 1984 from the University of San Diego School of Law. In 1995, he founded the Law Office of Kirk Miller, specializing in meeting the legal needs of small business owners and real estate developers, investors, and other related professionals. Mr. Miller represents clients involved in a wide variety of business and real estate dealings and transactions, as well as litigation, arbitration and mediation, and has served as an expert witness on California real estate law and corporate law in California Superior Court. Mr. Miller was a Founding Member of the State Bar of California Business Litigation Committee of the Business Law Section from 2014 – 2016.

TIMOTHY A. MILLER is a senior litigation partner and the Managing Partner of the Silicon Valley office of Valle Makoff LLP. He received his B.A. degree in 1988 from Whitworth University (Philosophy, summa cum laude) and his J.D. degree in 1991 from the Boalt Hall School of Law at U.C. Berkeley (now Berkeley Law), where he was an Associate Editor of the California Law Review and graduated Order of the Coif (top 10% of class). Prior to joining Valle Makoff, Mr. Miller was a litigation partner for 14 years in the Northern California offices of Skadden, Arps, Slate, Meagher & Flom LLP. Mr. Miller has represented large companies and investment firms such as HP, McKesson, UBS, the NFL, Calera Capital and JD.com, as well as individual investors, officers, managers and partners in technology start-ups, real estate partnerships and other smaller privately-held ventures. His practice encompasses a broad range of business and contract disputes, partnership and LLC disputes, claims against officers, directors and trustees asserting breach of fiduciary duty, claims of unfair business practices and unfair competition, business tort litigation, corporate and securities actions, including shareholder derivative litigation, and claims of trade secret misappropriation. Mr. Miller has been named to the Best Lawyers in America in Commercial Litigation since 2013.

SHANEN R. PROUT is the Principal Attorney of the Law Office of Shanen R. Prout, a Los Angeles law firm. He received his B.A. degree in 1999 from the University of California, Davis (Political Science; English and American Literature) and his J.D. degree in 2004 from the University of San Diego School of the Law. He is admitted to practice before all California state courts and the federal Northern, Central, and Southern District Courts of California, and is a Member of the Business Litigation Committee, Business Law Section (2015-2016) and Intellectual Property Law Section (2006-2016) of the State Bar of California. His practice emphasizes corporate, copyright, trademark, trade secret, business tort, and employment matters and spans litigation and transactional challenges faced by privately held clients in the arts, digital media, e-commerce, apparel, restaurant, and consumer goods industries. Mr. Prout began his career as an Associate Attorney at Ropers, Majeski, Kohn & Bentley, APC.

BAHRAM SEYEDIN-NOOR is the Founder and Managing Partner of Alto Litigation, a San Francisco law firm. He received his B.A. degree in 1996 from Pomona College (Economics; Spanish and Russian Literature) and his J.D. degree in 1999 from Harvard Law School. He is admitted to practice in California before all federal district courts and the Ninth Circuit Court of Appeals. His areas of practice include complex civil litigation, business litigation and counseling, SEC enforcement matters, corporate internal investigations, and private securities lawsuits. Mr. Seyedin-Noor has taught complex civil procedure as an adjunct professor at the U.C. Hastings College of the Law. Before founding Alto Litigation, he was a partner in the litigation group of Wilson Sonsini Goodrich & Rosati.

CHRISTOPHER D. SULLIVAN is the San Francisco Managing Partner with Diamond McCarthy LLP, a law firm with offices in California, New York, and Texas. He received his B.A. degree in 1985 from the University of Massachusetts, Amherst and his J.D. degree in 1990 from the University of California, Hastings College of the Law (magna cum laude). He is current Chair of the Legislative Subcommittee, Business Law Section of the State Bar of California; Lawyer Representative to the Ninth Circuit for the United States District Court, Northern District of California; and Chair Elect for the Executive Committee, Bankruptcy Section of the National Federal Bar Association. His practice focuses on complex and high-stakes litigation and he has represented bankruptcy estates and unsecured creditors' committees, major corporations, real estate developers, and a financial institutions, as well as individuals and smaller businesses against large corporations. Before joining Diamond McCarthy, Mr. Sullivan was a partner with Greenfield, Sullivan, Draa & Harrington, where he handled business litigation and bankruptcy matters.

JEFFREY B. VALLE is a founding member of Valle Makoff LLP. He is an experienced litigator and former senior partner at Skadden, Arps, Slate, Meagher & Flom, with more than 25 years of litigation experience. He has represented Fortune 500 companies, smaller businesses and high profile individual clients in a wide range of commercial and business disputes. He has successfully conducted many trials, arbitrations and mediations involving all manner of business and governance disputes in state and federal courts throughout California.

Mr. Valle has received numerous awards and commendations, including a Special Commendation from the Governor of California and a Certificate of Recognition from the California Legislature for his highly successful trial work. Mr. Valle also has a commitment to public service and pro bono legal work. At Skadden, Mr. Valle headed the firm's West Coast Pro Bono Practice. He also served as the President of the Board of Directors of the Western Center on Law and Poverty, a public interest law firm, from 1997 to 2003. In 1997, the American Civil Liberties Union awarded Mr. Valle the Pro Bono Civil Liberties Award.

Mr. Valle received his J.D. in 1983 from the University of California at Berkeley ("Boalt Hall"). Mr. Valle received a Bachelor of Arts Degree in 1980 from the University of California at Los Angeles. He was an associate at Paul, Hastings, Janofsky & Walker from 1983 until 1986. He joined Skadden as an associate in 1986. He was elected to the partnership in 1991. He was a Skadden partner from 1991 until 2002, when he left the firm and formed Valle Makoff.

Mr. Valle is also a talented jazz pianist. His band, Evolution, plays at clubs and private parties in the Los Angeles area.

WILLIAM T. WEBB is the founder of the Webb Legal Group, P.C., a San Francisco-based law firm. He is a graduate of the University of Notre Dame, as well as of the Notre Dame Law School, both in Notre Dame, Indiana. Mr. Webb has developed a commercial practice, having represented plaintiffs and defendants in trials and arbitrations involving corporate governance, contracts, commercial, construction, environmental, securities, professional malpractice, insurance coverage, insurance defense, products liability, probate litigation, labor and employment cases. In addition, he has represented clients involved in disputes concerning labor relations and other commercial disputes that were resolved short of trial. He has also represented clients in both state and federal courts of appeal, in cases including lender liability, intellectual property, municipal liability, real estate and construction issues, to name a few. He is licensed to practice law in California, Colorado, Illinois and Indiana, and represents clients in state and federal courts, and in arbitration, throughout the United States. Mr. Webb has taught trial advocacy to law students and practicing attorneys through the National Institute for Trial Advocacy and at both the Golden Gate University Law School and the Notre Dame Law School, among other places. In addition, from 2005 – 2009, he lectured on the Uniform Commercial Code at the San Francisco Law School.

NEIL J WERTLIEB is an experienced transactional lawyer who provides expert witness services in litigation and arbitration matters. Mr. Wertlieb has served as an expert witness in disputes involving business transactions and corporate governance, and in cases involving attorney malpractice and attorney ethics. Mr. Wertlieb has practiced transactional law for over three decades, most recently as a Partner at Milbank, Tweed, Hadley & McCloy LLP, where his practice focused primarily on acquisitions, securities offerings and restructurings. Mr. Wertlieb is also an Adjunct Professor at UCLA School of Law, where he teaches a transaction skills course of his own design, which includes deal-making, negotiation, contract drafting and ethics.

He is also the General Editor of Ballantine & Sterling: California Corporation Laws, a 7-volume treatise on the laws governing corporations and other business entities in California. Mr. Wertlieb served as Chairman of the California State Bar's Committee on Professional Responsibility and Conduct, and is an officer of the Professional Responsibility and Conduct Committee of the Los Angeles County Bar Association. He also served as Chairman of the California State Bar's Business Law Section and its Corporations Committee. Mr. Wertlieb was recognized by California Law Business as one of the top 100 most influential lawyers in California.

Mr. Wertlieb received his law degree in 1984 from the UC Berkeley School of Law, and his undergraduate degree in Management Science from the School of Business Administration also at the University of California at Berkeley. He also served as a Judicial Extern for Justice Stanley Mosk on the California Supreme Court. For additional information, please visit www.wertlieblaw.com/.