Jeffrey T. Makoff

Jeff Makoff has represented California businesses, families and entrepreneurs on major legal matters for 35 years.  From the San Francisco Bay Area technology hub, to the L.A. media capital, to Wine Country and the Central Valley, Jeff handles complex disputes concerning the management and control of all types of businesses, fiduciary obligations and commercial litigation. Jeff is skilled in proceedings before judges, arbitrators, juries and government agencies, and is a constructive force in high stakes, often emotional, business and settlement negotiations. Jeff’s practical experience with California law, business and the state’s diverse constituencies has proven invaluable in hundreds of complex disputes. Jeff is the Executive Editor of “Litigating and Judging California Business Entity Governance Disputes” (LexisNexis/Matthew Bender 2019) and the co-author of CEB’s Practice Guide on “Understanding Fiduciary Duties in Business Entities” on “Fiduciary Duties in Family Businesses and Transactions.”  Jeff has been selected as a Northern California Super Lawer for 11 years and Best Lawyers in Commercial Litigation since 2018.

Jeff is admitted to practice in all California federal and state courts and in Washington, D.C. Jeff handles plaintiff and defense cases, and mediator, receiver and trustee assignments.  Jeff is experienced in jury trials, court trials, arbitrations and federal and state appeals and writs. His broad motion experience includes dismissals, summary judgments, anti-SLAPP (First Amendment), trial motions and a variety of provisional remedies motions.  In business control disputes, he handles management, control, governance and employment matters in high technology, finance, media and other industries, and negotiates buyouts and management agreements for corporations/LLCs, partnerships, proprietorships, estates and their stakeholders.  He handles contested corporate and LLC disputes and dissolutions (called “founder friction” or “business divorce”), as well as consent solicitations, proxy contests and involuntary buyouts. He handles owner-funded, business-funded and lender financed buyouts (including SBA funded transactions).

In an advisory capacity, Jeff handles family dispute resolution, fiduciary issues, Marvin (“palimony”) cases, crisis management, business stabilization, complex asset management, division and disposition, compensation (including stock options/units and carried interests), asset-secured settlements, shareholder agreements, strategic legal and succession planning, internal and external communications and risk management.  Jeff frequently assists family law professionals with business fraud investigations, fiduciary duty issues, business valuations, characterization of business interests, community/separate property apportionment, contractual disputes pertaining to premarital and postmarital agreements, tort and injury claims that arise from intimate relationships, and with the discovery and analysis of electronically stored business information (ESI). He negotiates complex property agreements between married and unmarried intimate partners/cohabitants with respect to property rights, business management and control, termination, estate-related claims, resolution of disputes and other matters.

Jeff served as Co-Chair of the Committee on Business Litigation of the Business Law Section of the California State Bar and is a former Trustee of the UC Hastings Law School Foundation. Jeff was trained at the leading international law firm of Skadden, Arps, Slate, Meagher & Flom under trial lawyers Frank Rothman, Bill Masterson, Mike Diamond and Jim Lyons. He co-tried a case with legendary Houston cross-examiner Richard Caldwell. Jeff worked on many of the major West Coast corporate control battles of the 1980s era.

Jeff received his J.D. in 1985 from the University of California, Hastings College of the Law, where he published his Note on Attorney-Client Privilege in the European Communities after A.M. & S. v. Commission: The Secret Is Out. He received a Bachelor of Arts Degree in 1981, cum laude, from the University of California at Los Angeles. In 2013, Jeff completed the week-long “Mediating Disputes” program at the Harvard Law School Program on Negotiation.