Los Angeles Partnership Dispute Attorneys
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When co-owners of a California business turn against each other, the stakes are personal and financial at once — control of the enterprise, access to its money, and the value each owner has built. The Darvish Firm represents partners, LLC members, and shareholders throughout Los Angeles County in high-conflict ownership disputes, from freeze-outs and fiduciary breaches to full business divorces. We move quickly to protect our clients' economic interests while pursuing a cost-conscious path to buyout, dissolution, or trial.
Partnership Dispute Attorney
Los Angeles Partnership Dispute Attorneys
Owner Freeze-Outs & Lockouts
A freeze-out happens when controlling owners cut a co-owner off from information, distributions, payroll, or management — sometimes literally changing the locks or bank signatories. In California, a majority owner cannot simply strip a minority owner of their economic rights; doing so can breach fiduciary duties and the governing operating or shareholder agreement. We act fast to restore access, demand distributions and records, and, where warranted, seek injunctive relief or a receiver. If reconciliation is impossible, a freeze-out often becomes the leverage for a buyout or dissolution. Read our guide, what to do when your business partner locks you out, or see our partnership disputes overview.
Breach of Fiduciary Duty Among Owners
Partners, managing members, and controlling shareholders owe each other duties of loyalty and care — they cannot self-deal, divert profits, or put personal gain ahead of the company. When an owner takes secret compensation, steers business to a side entity, or hides material facts, California law provides remedies including damages, disgorgement, and an accounting. We investigate the money trail, quantify the harm, and pursue direct or derivative claims. These cases frequently pair with contract and unfair-competition theories; for the broader framework see our business litigation practice.
Books-and-Records & Accounting Demands
California owners have statutory inspection rights — Corporations Code §1601 for shareholders, §17704.10 for LLC members, and partnership-agreement rights for partners — to review financials, tax returns, minutes, and member ledgers. A controlling owner who stonewalls a proper inspection demand often has something to hide. We draft demand letters that trigger those rights, and when they are ignored, we petition the Los Angeles Superior Court to compel inspection and seek an equitable accounting. The records we obtain frequently expose the misappropriation or self-dealing that drives the larger dispute and sets up a buyout.
Business Divorce & Buyouts
When owners can no longer work together, a "business divorce" untangles the relationship — one side buys the other out, the company is split, or it is wound down. The cleanest resolution is usually a negotiated buyout at a fair, defensible valuation, but leverage matters: a credible dissolution or fiduciary-breach claim often drives a better price. We structure and negotiate buyouts, litigate valuation disputes, and coordinate with forensic accountants and valuation experts. Our goal is a definitive exit — full releases, clean title to the entity, and protection against post-closing claims — achieved as efficiently as the other side allows.
Judicial Dissolution & the §2000 Buyout Alternative
When deadlock, oppression, or misconduct makes a company unworkable, an owner can petition for judicial dissolution under the Corporations Code. But dissolution is not the only outcome: Corporations Code §2000 lets the other owners avoid winding up by buying out the moving party at fair value, as determined by court-appointed appraisers. That mechanism reshapes the entire negotiation — it turns "break up the company" into "what's my share worth." We prosecute and defend dissolution petitions and §2000 proceedings in Los Angeles. Learn more on our business dissolution page.
Misappropriation of Company Assets & Opportunities
Owners sometimes treat the company as a personal checkbook — paying personal expenses from company accounts, taking undisclosed "loans," or seizing a corporate opportunity for a competing venture. California's usurpation-of-corporate-opportunity doctrine and fiduciary law let the company recover diverted profits and assets. Where an owner has drained a company to a shell, we also evaluate alter-ego and veil-piercing theories to reach the wrongdoer personally; our primer on piercing the corporate veil in California explains when that applies. We trace the funds, plead disgorgement and constructive trust, and pursue the misappropriated value.
Deadlock
In a 50/50 company — or one where the governing documents give no tie-breaker — owners can reach a genuine impasse on strategy, spending, or leadership that paralyzes the business. California treats persistent deadlock as a ground for judicial dissolution, which in turn opens the door to a §2000 buyout. Before litigation, we look for contractual off-ramps: buy-sell provisions, put/call rights, mediation clauses, or a shotgun mechanism. When those fail, we position the client to either acquire the company or exit it on the best available terms rather than watching its value erode in stalemate.
Derivative Claims (on the Company's Behalf)
Some injuries harm the company itself rather than any single owner — a manager who wasted assets, a controlling shareholder who self-dealt, a director who breached the duty of care. California law lets an owner bring a derivative action to sue on the entity's behalf, subject to standing and demand requirements. These claims are procedurally demanding and often contested at the pleading stage, so precise framing matters. We evaluate whether a claim is properly direct, derivative, or both, satisfy the demand/futility rules, and litigate to recover value that flows back to the company.
Minority Owner Oppression
Minority owners are especially vulnerable because they lack the votes to protect themselves. "Oppression" — being denied distributions while insiders draw salaries, excluded from management promised at the outset, or diluted through unfair transactions — is recognized in California as grounds for judicial dissolution and related relief. We help minority partners, members, and shareholders enforce their bargained-for rights, obtain an accounting, and convert oppressive conduct into leverage for a fair buyout or exit. Where the majority has crossed into fiduciary breach, we pursue damages and equitable remedies through our business litigation team.
Who We Represent
We represent owners on every side of a business conflict — those being pushed out and those defending control:
- check_circlePartners — General and limited partners facing freeze-outs, disputed distributions, or dissolution — we enforce the partnership agreement and fiduciary duties, or negotiate a clean exit.
- check_circleLLC Members — Members and managers in disputes over the operating agreement, capital accounts, distributions, and management rights, including inspection demands and judicial dissolution under the Corporations Code.
- check_circleShareholders — Shareholders in closely held California corporations pursuing inspection rights, derivative claims, and dissolution or §2000 buyout remedies against controlling insiders.
- check_circleMinority Owners — Frozen-out or oppressed minority owners who need leverage — an accounting, injunctive relief, or a fair-value buyout — to protect their investment.
- check_circleMajority Owners — Controlling owners defending against buyout demands, derivative suits, and dissolution petitions, with strategies to preserve the business and resolve disputes efficiently.
- check_circleFounders — Co-founders whose vision or contributions have diverged, seeking to restructure ownership, buy out a departing founder, or exit on defensible terms.
Serving Los Angeles & Southern California
From our office on Wilshire Boulevard, The Darvish Firm represents clients throughout Los Angeles County — including Beverly Hills, Santa Monica, Century City, Westwood, Culver City, Pasadena, Glendale, Burbank, and Long Beach — and across Orange, Ventura, Riverside, and San Bernardino Counties. We appear in the Stanley Mosk Courthouse and Los Angeles Superior Court locations countywide.
Request a consultation or call (310) 677-3512.
Los Angeles Partnership Dispute Attorneys — Frequently Asked Questions
My partner has locked me out of the business — what can I do?
California law protects owners from freeze-outs. Depending on your agreement and entity type, remedies include access and accounting orders, damages for fiduciary breach, court-ordered buyout, or dissolution. Acting quickly preserves both evidence and leverage.
Do business partners owe each other fiduciary duties?
Yes — partners and, in many circumstances, controlling LLC members and shareholders owe duties of loyalty and care. Self-dealing, diverted opportunities, and hidden finances are classic breaches that support legal claims.
What if we simply cannot work together anymore?
A negotiated buyout is often the best outcome; when that fails, California provides for judicial dissolution. Our business dissolution page explains the wind-down process.
How do I force a buyout of my business partner in California?
California has no general right to demand that a co-owner buy you out, but there are practical levers. If your governing documents contain a buy-sell, put/call, or shotgun provision, you can trigger it directly. Absent that, a credible petition for judicial dissolution often forces a buyout: under Corporations Code §2000, the remaining owners can avoid winding up the company by purchasing the moving party's interest at court-determined fair value. Fiduciary-breach and accounting claims add leverage. See our business dissolution page for how these mechanisms fit together.
What is a business divorce?
"Business divorce" is the informal term for legally separating co-owners who can no longer work together. Like a marital divorce, it involves dividing value, allocating debts and liabilities, and ending the relationship — through a negotiated buyout, a split of assets, or a wind-down of the company. It can be handled cooperatively or fought in court, and the outcome usually turns on valuation and on each side's leverage. Our attorneys structure buyouts and litigate dissolution and fiduciary claims to reach a clean, defensible exit for our Los Angeles clients.
Can I sue my business partner for taking company money?
Often, yes. Owners owe each other fiduciary duties of loyalty and care, and taking company funds for personal use, paying undisclosed compensation, or diverting revenue can breach those duties and support claims for damages, an accounting, and disgorgement. Because the harm may fall on the company rather than you personally, the claim may need to be brought derivatively, on the company's behalf. Where a partner has drained the entity, alter-ego and veil-piercing theories may reach them personally. We trace the funds and pursue recovery.
What is the §2000 buyout in a dissolution case?
Corporations Code §2000 is a powerful alternative to actually dissolving a California corporation. When one owner petitions for involuntary dissolution, the other shareholders (or the corporation) can elect to buy the moving party's shares at "fair value" instead of winding the company down. If the parties cannot agree on price, the court appoints three appraisers to determine fair value, and the sale proceeds on those terms. The result: the business survives, and the departing owner is cashed out at an independently determined value rather than through a chaotic liquidation.
Have a question about your situation? Call (310) 677-3512 or request a consultation.