Counsel for owners, founders and investors.

Litigation

1. § 1

   Commercial & business litigation

   Contract, fraud and ownership disputes for businesses and their principals in California state court.

   • Breach of contract, fraud and business tort claims
   • Partnership, LLC-member and shareholder disputes, including fiduciary-duty claims
   • Insurance coverage disputes, reservation-of-rights responses and first-party property claims
   • Law and motion, written discovery, ex parte practice and trial
   • Demand letters, mediation and settlement negotiation
   • Tax and licensing disputes with counties, cities and state agencies
2. § 2

   Securities & investor litigation

   Disputes over how private-company equity was sold, valued and described to founders and investors.

   • Misrepresentation claims in the sale of securities under the California Corporate Securities Law (Corp. Code §§ 25401, 25501)
   • Disputes over SAFEs, convertible notes, valuation caps and priced-round representations
   • Claims arising from acquisitions paid in stock or other non-cash consideration
   • Rescission and damages remedies, including control-person liability (Corp. Code § 25504)
   • Investor and shareholder disputes with private companies and their sponsors
3. § 3

   Real estate & landlord-tenant litigation

   Owner-side litigation over tenancies, leases and property rights.

   • Unlawful detainer actions in Los Angeles Superior Court, from Tenant Protection Act notices (Civ. Code § 1946.2) through trial and collection
   • Habitability and retaliation claims (Civ. Code §§ 1942.4, 1942.5)
   • Commercial lease disputes over defaults, guaranties, CAM charges and co-tenancy
   • Sign-program, easement and reciprocal-easement disputes
   • Attorney-fee motions and fee disputes (Civ. Code § 1717)

Real estate & transactions

1. § 4

   Commercial leasing & retail centers

   Leasing and lease administration for shopping centers and commercial space, including national-tenant leases.

   • Lease drafting and negotiation with national, regional and local tenants
   • CAM reconciliations, expense caps and tenant audits
   • Co-tenancy, exclusive-use and use-restriction analysis for backfilling vacant boxes
   • Tenant defaults, guaranties and early-termination negotiations
   • Residential rent-cap compliance and rent-increase programs (AB 1482)
2. § 5

   Real estate finance & loan workouts

   Borrower-side counsel on acquisition, refinancing and troubled debt, informed by years of loan underwriting.

   • CMBS loan modifications and negotiations with special servicers and lender’s counsel
   • Cash management, lockbox, reserve and tenant-direction mechanics
   • Guaranty, net-worth and financial-reporting covenant compliance
   • Loan assumptions, acquisition financing and refinancing
3. § 6

   Development, land use & environmental

   Moving housing forward on difficult sites, including former service stations and other listed properties.

   • Underground storage tank case strategy before the Regional Water Quality Control Board, including Low-Threat Closure Policy analysis
   • Site-suitability determinations for residential reuse
   • Eligibility for streamlined ministerial approval (Gov. Code § 65913.4)
   • Cleanup-fund applications and reconsideration requests
   • Counsel on mixed-income and affordable-housing projects
4. § 7

   Entity structuring & ownership

   Holding structures that match how a family, founder or sponsor actually owns its assets.

   • LLC and limited partnership formation and statutory conversions (Corp. Code § 17710.01)
   • Operating and partnership agreements, signatory authority and member consents
   • Property-tax change-in-ownership analysis (Rev. & Tax. Code § 62)
   • Secretary of State, Franchise Tax Board and IRS entity filings
   • Assets held in family trusts

1. Represents owner entities in a docket of unlawful detainer actions in the Long Beach courthouse, from notice through law and motion, trial setting and post-dismissal fee motions.

   Litigation

2. Defending a residential property owner against a tenant’s habitability and retaliation claims under Civil Code § 1942.5.

   Litigation

3. Analyzed an insurer’s reservation of rights on a habitability claim, including independent-counsel and defense-cost allocation issues, and prepared the policyholder’s response.

   Insurance

4. Advised a shopping-center owner on a commercial tenant’s failure to perform its lease, invoking the prevention doctrine and conditioning any termination on a mutual release.

   Commercial dispute

5. Advised a retail landlord on freeway pylon-sign rights under a decades-old sign program and its amendments.

   Commercial dispute

6. Resolved a multi-year CAM reconciliation dispute with a national retail tenant through a negotiated rent-credit settlement.

   Leasing

7. Negotiated a consent and loan modification with the special servicer of a CMBS loan secured by a regional shopping center, covering reserve funding, cash management and the waiver of accrued default interest.

   Finance

8. Structured and filed the statutory conversion of more than a dozen single-asset LLCs into limited partnerships under a common general partner.

   Structuring

9. Developed a bifurcated onsite and offsite closure strategy for a former service-station UST case to support an 82-unit residential redevelopment.

   Environmental

Matters include work handled before the office opened. Each matter turns on its own facts, and prior results do not guarantee a similar outcome.