Los Angeles Business Attorneys
The Darvish Firm represents Los Angeles companies and their owners on both sides of the business: forming entities and papering deals, and litigating when a contract, a partner, a competitor, or a former employee makes that necessary.
Most businesses need a lawyer in two very different moods: when they are building something, and when something has gone wrong. The Darvish Firm does both for companies across Los Angeles, from forming the entity and papering the deal through to trying the case when a partner, a customer, a competitor, or a former employee makes that necessary.
Counsel that has seen how the documents fail
Agreements drafted by lawyers who never litigate tend to be clean until they are tested. Our attorneys negotiate and draft the contracts, operating agreements, and buy-sell provisions that businesses run on, and we also litigate those same provisions when they are breached. That means indemnity, termination, remedies, attorney fee clauses, and dispute resolution get drafted with a specific picture of how they will be argued about later.
What we handle
Building the business. Entity formation and governance, operating and shareholder agreements, commercial contracts, purchases and sales of businesses, and general counsel work for companies without an in-house lawyer. See business transactions.
Business disputes. Breach of contract, partnership and shareholder fights, fiduciary duty claims, unfair competition, trade secret misappropriation, and fraud. See business litigation.
Business divorce. When owners can no longer work together: buyouts, judicial dissolution, and the valuation fight that usually decides the outcome. See business dissolution and partnership disputes.
Cost-conscious, by design
We are a boutique, and we staff matters accordingly. For most of our business clients that means direct access to a partner rather than a chain of associates, early and candid assessment of what a dispute is actually worth, and a preference for resolving matters before they consume more than they recover. When a case does need to be tried, it gets tried.
Los Angeles Business Attorneys
Entity Formation and Governance
Choosing between a corporation and an LLC drives taxes, liability, and how disputes between owners get resolved, and the default statutory rules apply to anyone who does not write their own. We form California entities and draft the governance documents that matter later: operating agreements, bylaws, shareholder agreements, and buy-sell provisions. Limited liability is a default, not a guarantee, and it is lost through commingled funds and thin capitalization rather than through paperwork errors. See alter ego liability.
Contracts: Drafting, Review, and Enforcement
Services agreements, vendor and supply contracts, NDAs, leases, and loans. The clause businesses most often get wrong is the attorney fee provision: without one, each side generally bears its own fees no matter who wins, and California makes a one-sided clause reciprocal by statute. We draft and negotiate these agreements and we litigate them. See breach of contract and our breach of contract FAQ.
Partnership, LLC, and Shareholder Disputes
Freeze-outs, diverted opportunities, hidden books, and distributions that stopped. Partners, and in many circumstances controlling members and majority shareholders, owe duties of loyalty and care, and the remedies go beyond damages to disgorgement, constructive trusts, compelled accountings, and removal. A claim brought on the company's behalf has its own procedural requirements, including a demand on the board. See partnership disputes and derivative actions.
Business Divorce, Buyouts, and Dissolution
When owners cannot continue together, California allows qualifying owners to petition for judicial dissolution on grounds including deadlock, internal dissension, and persistent mismanagement. In practice most of these petitions end in a buyout rather than a wind-up, because the Corporations Code generally lets the company or the other owners purchase the petitioner's interest at fair value. The real fight is the valuation, especially whether minority and marketability discounts apply. See business dissolution.
Buying and Selling a Business
Asset purchase or stock purchase is the first question and it drives taxes, which liabilities travel with the deal, and which third party consents are needed. We run and respond to diligence, draft and negotiate the purchase agreement and ancillary documents, and handle escrow, lien releases, and the notices to creditors that protect a buyer from the seller's debts. Diligence findings routinely reshape price and terms, which is why counsel belongs in the process early. See business purchase and sale.
Trade Secrets and Unfair Competition
California voids most employee non-competes, which makes trade secret law the primary tool for protecting customer relationships and confidential data when someone leaves. Protection depends on reasonable secrecy efforts: NDAs, access controls, and policies that were actually enforced. Claims under the Unfair Competition Law reach unlawful, unfair, and fraudulent practices and are often paired with trade secret claims. See trade secrets and unfair business practices.
Fraud and Fiduciary Claims
Misrepresentations in a sale, concealed liabilities, diverted funds, and self-dealing by an officer or manager. Fiduciary remedies are designed to strip the wrongdoer of the benefit rather than merely compensate the loss, so disgorgement, constructive trusts, and an accounting are available, and punitive damages where the conduct was malicious or fraudulent. Securing records and bank access early, before the other side knows a claim is coming, usually matters more than the pleading. See breach of fiduciary duty.
Collections and Judgment Enforcement
A judgment is not money until it is collected. We pursue unpaid invoices, defaulted promissory notes, and personal guaranties, and where the facts support it we seek prejudgment remedies such as a writ of attachment to secure assets before trial. After judgment, enforcement can include examinations, levies, liens, and in appropriate cases adding an alter ego defendant to the judgment. See our articles on the writ of attachment and promissory note deadlines.
Who We Represent
Our business clients range from single-owner companies to established operators:
- check_circleOwners and Founders: People starting, buying, or exiting a company, and owners in conflict with their partners or co-shareholders.
- check_circleEstablished Companies: Operating businesses needing contracts, governance, and general counsel support without an in-house legal department.
- check_circleInvestors and Lenders: Those who put money into a venture or a note and need it documented, secured, or recovered.
- check_circleBrokerages and Professional Firms: Real estate brokerages, developers, and professional service firms with both transactional and dispute needs.
- check_circleDefendants in Business Claims: Companies and individuals facing contract, fraud, fiduciary, or unfair competition claims.
Attorneys Who Handle These Matters
Our matters are staffed by the attorneys below. Read their backgrounds, or call (310) 677-3512 to speak with the team directly.
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 Business Attorneys, Frequently Asked Questions
What does a business attorney actually do for a company our size?
Two things, usually at different times. Before a problem, the work is structural: the right entity, an owners' agreement covering what happens if someone leaves, contracts that allocate risk deliberately, and terms that are enforceable rather than merely agreed. After a problem, it is recovering money, defending a claim, or separating owners who can no longer work together. Smaller companies benefit most from the first kind, because a single bad agreement is a larger share of the whole business.
Should we be a corporation or an LLC?
It depends on how profits will be taken out, who the owners are, and whether you expect outside investment. LLCs offer flexible management and pass-through taxation and are governed largely by the operating agreement you write. Corporations have more formal governance and are usually expected by institutional investors. Either way, limited liability is a default that can be lost through commingled funds and inadequate capitalization. See business transactions.
How do we get out of a business with a partner we cannot work with?
In order of cost: a negotiated buyout under whatever your operating or shareholder agreement says, mediation, then a petition for judicial dissolution. California allows qualifying owners to petition on grounds including deadlock and persistent mismanagement, and in most cases the company or the other owners can avoid dissolution by buying the petitioner's interest at fair value. The valuation, not the liability, is usually the real dispute. See business dissolution.
Do I need a business attorney if my company is small?
The documents matter more when the company is small, not less, because a single bad contract or an undocumented partnership is a larger share of the whole business. The two most expensive omissions we see are no written agreement between owners about what happens if one of them leaves, dies, divorces, or stops contributing, and contracts with no attorney fee or dispute resolution clause. Both are inexpensive to fix at the start and costly to litigate later.
My business partner has locked me out. What are my options?
Move quickly, because access to records and bank accounts is both your evidence and your leverage. Depending on the entity and your agreement, remedies can include orders compelling access and an accounting, damages for breach of fiduciary duty, a court-ordered buyout at fair value, or judicial dissolution. Preserve documents and communications before raising the dispute. See what to do when a partner locks you out.
Can I recover my attorney fees in a business dispute?
Generally only if a contract or statute provides for it, which is why the fee clause is worth more attention than it usually gets. California makes a one-sided contractual fee provision reciprocal, so a clause drafted to favor the other side can end up benefiting you. Some statutory claims, including certain trade secret and elder financial abuse claims, carry their own fee provisions. See recovering attorney fees.
Have a question about your situation? Call (310) 677-3512 or request a consultation.