Burkhalter Kessler Clement & George LLPBurkhalter Kessler Clement & George LLP2026-10-28T15:35:00Zhttps://www.bkcglaw.com/feed/atom/WordPress/wp-content/uploads/sites/1103897/2019/09/cropped-512-512-32x32.jpgOn Behalf of Burkhalter Kessler Clement & George LLP<![CDATA[How can you resolve a shareholder dispute in California?]]>https://www.bkcglaw.com/?p=564472026-10-26T14:02:32Z2026-10-26T14:02:32ZWhat should you review first when a shareholder dispute begins?
It may help to begin with your shareholder agreement and bylaws, which may spell out how disputes are handled. You may also have a right to inspect the corporation’s accounting books, records, and minutes by written demand, as long as your purpose is reasonably related to your interest as a shareholder. The articles and bylaws cannot limit that right.
Can you settle a shareholder dispute without going to court?
Many disputes can be settled without a court ruling. Negotiation or mediation may lead to an agreement, including a buyout or an agreed exit from the company. Your shareholder agreement may also require mediation or arbitration before anyone files a lawsuit.
What kinds of lawsuits can a shareholder bring?
You may bring a direct claim for harm to your own interests, or a derivative action, which is a lawsuit on the corporation’s behalf. A derivative action has extra requirements:
You must have held shares at the time of the alleged wrongdoing.
You must describe your efforts to get the board to act, or explain why those efforts would be futile.
The court may require you to post a bond of up to $50,000 if a defendant moves for one.
Because these requirements can affect whether a derivative action moves forward, it may help to understand them before you file.
What happens if you ask a court to dissolve the corporation?
Only certain shareholders may ask a court to dissolve a corporation, such as those holding at least one-third of the shares or total equity, or any shareholder of a statutory close corporation, which has articles limiting it to 35 or fewer shareholders.
Unless the articles of incorporation provide otherwise, the corporation, or holders of 50% or more of the voting power, may avoid dissolution by buying the petitioning shareholders’ shares for cash at fair value.
Every dispute depends on its own agreements and facts. If you are facing a shareholder dispute, it may help to speak with a business litigation attorney about your options under California law.]]>On Behalf of Burkhalter Kessler Clement & George LLP<![CDATA[When a landlord fails to uphold key terms in a commercial lease]]>https://www.bkcglaw.com/?p=564282026-10-20T15:38:21Z2026-10-20T15:38:21ZTenants can take legal action
Provided that the lease is valid and that the tenant has documentation of the landlord failing to uphold the agreement, it may be possible to initiate legal action over the landlord’s omissions or violations of the lease. When landlords fail to honor a use clause that promises to avoid renting to a direct competitor or otherwise violate details of their leases, their tenants can end up in difficult situations.
If a landlord included the right of first refusal in a lease, thereby extending the possibility of buying the property to the tenant, legal action could prevent them from immediately selling to an outside party without giving the tenant a chance to make an offer. It's the landlord has failed to maintain the premises in a manner that affects business operations, tenants may be able to take action to compel them to fulfill their duties.
The courts can also theoretically terminate contractual obligations in some cases where the breach has damaged a company or the working relationship with the landlord. A judge could even impose financial responsibility for the impact of breaches on a landlord.
Reviewing an original lease, landlord conduct and the impact that a breach has had on a tenant with a skilled legal team can help to guide effective legal responses. Business leaders may need to discuss their commercial leases with experienced legal professionals before they take any action or attempt to negotiate their issues with their landlords given all that is at stake, and that’s okay.]]>On Behalf of Burkhalter Kessler Clement & George LLP<![CDATA[Safeguarding your competitive edge: The role of confidentiality agreements and trade secrets]]>https://www.bkcglaw.com/?p=564162026-10-08T18:44:38Z2026-10-08T18:44:12Z property is often the distinguishing factor that sets your business apart from the competition. It is important for business leaders to take steps to protect this important information. Confidentiality agreements and trade secrets can provide safeguards but savvy business leaders understand that this is not enough. Documentation alone does not guarantee protection.
The role of confidentiality agreements
Confidentiality agreements, commonly known as nondisclosure agreements or NDAs, serve as a first line of defense against IP theft. These legal instruments create binding obligations on employees, contractors and business partners to maintain the secrecy of proprietary information. A well-drafted confidentiality agreement names the parties and defines what constitutes protected information while also establishing the duration of the agreement.Although the documentation on its own is beneficial, the true value of these agreements emerges only when you are prepared to enforce them. A confidentiality agreement sitting in a filing cabinet provides little actual protection if competitors believe you lack the resolve to defend your rights.
The role of trade secret protections
Trade secrets offer unique advantages for protecting valuable business information. Unlike patents, they require no public disclosure and face no expiration date. The formula for Coca-Cola has remained protected for over a century through trade secret law rather than patent protection.To qualify for trade secret protection, your information must meet specific criteria:
The information must provide economic value from not being generally known
You must take reasonable measures to maintain its secrecy
The information must not be readily ascertainable through proper means
Trade secret protection demands ongoing vigilance. Implementing security protocols, limiting access on a need-to-know basis and conducting regular audits of protective measures all contribute to maintaining this valuable form of IP protection.
When protection requires litigation
Here lies the lesson many business leaders learn too late: intellectual property protections mean little without enforcement. When a former employee joins a competitor and suddenly that competitor launches a suspiciously similar product, your confidentiality agreements and trade secret protections become worthless unless you are willing to litigate. These cases can result in financial awards to help mitigate the damage. In a recent example, a jury ruled in favor of an airplane component maker for more than $100 million in damages for the misappropriation of trade secrets and violation of the company’s nondisclosure agreement.Litigation serves multiple purposes beyond recovering damages. It sends a clear message to current and former employees that you take IP protection seriously. It deters future violations by demonstrating real consequences. Most importantly, it transforms paper protections into enforceable rights.
Intellectual property deserves protections
Protecting your intellectual property requires a comprehensive strategy that extends beyond drafting agreements. While confidentiality agreements and trade secret protections establish your legal rights, only your willingness to enforce those rights through litigation when necessary provides true protection. Business leaders who understand this reality position their companies to maintain their competitive advantages in an increasingly challenging marketplace.]]>On Behalf of Burkhalter Kessler Clement & George LLP<![CDATA[3 concerns when acquiring another auto dealership]]>https://www.bkcglaw.com/?p=564142026-10-06T03:24:17Z2026-10-06T03:24:17ZAuto dealerships often have agreements with specific manufacturers. There may be restrictions on direct competition in areas with other licensed salespeople representing the same brand, which can hamper expansion.
Existing dealerships can limit expansion opportunities for others in the same market. One way to overcome that limitation is to buy out a competitor. Those considering an acquisition or merger related to an auto dealership may need legal guidance to effectively address the three concerns below.
1. Establishing a fair price
Determining the fair market value of an auto dealership can be very challenging. Business leaders may need help assessing the assets of a competing dealership and estimating its future sales for the purpose of calculating a purchase price.
2. Addressing liability
There's also the possible risk of litigation that relates to prior transactions conducted by the acquired dealership. Buyers who allege fraud or other forms of dealership misconduct could take legal action against the party who acquired the dealership if appropriate legal protections are not in place. Support while negotiating the purchase agreement can help buyers minimize acquisition liability.
3. Retaining talent
The salespeople, mechanics and other professionals running a dealership are among the most valuable assets the organization has. Taking steps to retain those workers and to prevent the former owner who sells from hiring them away shortly after the transaction can be an important step.Working with an attorney familiar with auto dealership law can take some of the risk out of a purchase. Owners hoping to expand may need help ensuring they protect themselves from liability, avoid overpaying and do not face unfair competition in the future.]]>On Behalf of Burkhalter Kessler Clement & George LLP<![CDATA[How can businesses prove tortious interference in California?]]>https://www.bkcglaw.com/?p=564092026-09-29T15:11:07Z2026-09-29T15:09:17ZNot every aggressive business move is fair game. When a third party steps in and deliberately disrupts your agreements or business relationships, that behavior may go beyond tough competition. In California, it could be a case of tortious interference and your business has the right to address it.
What is tortious interference?
To understand your options, start by knowing what tortious interference means. It is a civil wrong that occurs when an outside party unlawfully undermines an existing agreement or ongoing business dealing, leading to financial damage.This differs from a standard failure to honor an existing agreement, where one party fails to hold up their end of the deal. In that case, the issue stays between the parties involved. Tortious interference, however, involves an outsider who improperly meddles in that relationship without any right to do so.
How can it hurt your business?
Once you understand what it is, the next question is what it actually costs your business. The damage can show up in several ways. You may lose revenue when a key deal falls through. You may also face operational delays when a supplier or partner suddenly pulls out. Beyond that, your reputation can suffer when clients begin to question your reliability. On top of that, legal costs can add up quickly. Together, these effects can slow your growth and put your business at a disadvantage.
Five elements you need to prove your claim
Understanding the damage is only the first step. If you believe a third party has targeted your business, California law gives you a path to pursue a claim. To move forward, you need to establish five key elements. Here is what you must be able to prove:
Existence: You had a standing agreement or active business connection at the time of the interference.
Knowledge: The interfering party knew about that agreement or flexible arrangement before they acted.
Intent: The outside party deliberately acted to disrupt or break the deal.
Improper Conduct: The outside party acted in a wrongful, deceptive or illegal manner, going beyond standard competition.
Damages: Your business suffered a real and measurable financial loss as a direct result of the interference.
Each element carries weight and you need to support all five to build a strong claim. Missing even one can weaken your case. That is why documenting your agreements, communications and financial losses from the start puts you in a stronger position when it matters most.
Protect your contracts from foul play
With those elements in mind, it becomes clear why early preparation matters. Not every competitor plays fair and some third parties will use improper tactics to gain an edge. Knowing these five elements helps you recognize when a situation moves beyond aggressive competition and into territory that California law does not allow.The earlier you identify what is happening and start building your record of evidence, the better positioned your business will be. Protecting your agreements and anticipated business dealings starts with knowing your rights and taking the right steps before a situation becomes harder to address.]]>On Behalf of Burkhalter Kessler Clement & George LLP<![CDATA[Does a commercial lease protect one’s right to buy the space?]]>https://www.bkcglaw.com/?p=564062026-09-28T22:18:42Z2026-09-28T22:18:42ZHow does the right of first refusal work?
The right of first refusal is essentially a clause acknowledging the potential buying rights of a tenant or other party with a contractual interest in a property. The right of first refusal does not necessarily guarantee that the landlord must accept an offer, especially if the property is likely to bring in more money on the open market.
However, landlords do generally need to honor the right of first refusal by advising business tenants of their intent to list the property and granting them an opportunity to make an offer. In scenarios where landlords sell a leased property without providing that opportunity to a tenant, litigation could help resolve the scenario. Buyers may have the option of taking legal action to halt a pending transaction or even seek damages due to the landlord’s refusal to uphold the terms of the lease agreement.
Reviewing the terms of a lease and the listing for a property with a commercial real estate lawyer can help business leaders determine if a contract violation has occurred. Successful real estate litigation can help people enforce contracts or offset losses sustained due to a landlord's refusal to honor an agreement.]]>On Behalf of Burkhalter Kessler Clement & George LLP<![CDATA[When a service provider lies about licensing or insurance]]>https://www.bkcglaw.com/?p=564022026-09-18T08:56:28Z2026-09-16T14:33:13ZLitigation may be necessary
In some cases, a lack of credentials or insurance may only come to light after an incident occurs. If an outside party attempts to file an insurance claim or files a formal complaint with state regulators, the investigation process may uncover the fact that a service provider contracted by a company did not have mandatory state licenses or adequate insurance. Legal action can often protect an organization by holding a service provider who misrepresented their circumstances directly responsible.
Ideally, the agreement signed with the service provider includes details about professional expectations, including the need to maintain specific licenses or carry a minimum amount of professional insurance. Without a contract requiring baseline protections and certifications, communications or advertisements holding the service provider out as licensed and/or insured could support the claim that they engaged in fraud to secure a contract.
Business leaders frustrated by manipulative and deceptive service provider tactics may need help assessing the situation and responding effectively. The guidance of a business law attorney can make it easier to hold service providers accountable for verifiable misconduct or breaches of contract.]]>On Behalf of Burkhalter Kessler Clement & George LLP<![CDATA[California LLC members: What to do when a partner breaches]]>https://www.bkcglaw.com/?p=563872026-09-07T12:51:44Z2026-09-07T12:50:59ZWhat duties LLC members owe each other
When all members share in running the business, each one owes the others two core obligations to the business and to each other.
The loyalty obligation requires members to act in the LLC's interest, avoid competing with it and refrain from personal dealings that conflict with it. The care obligation requires members to act responsibly and avoid conduct that is reckless, intentionally harmful or in knowing violation of the law.
When a manager runs the business instead, only that manager carries these obligations by default. However, if your operating agreement specifically states that members owe these duties to each other, those terms are still enforceable under California law.
Common ways LLC partners breach those duties
Most breaches do not happen overnight. They develop over time as one member works to gain the upper hand. Common scenarios include:
Self-dealing: Entering into transactions that personally enrich one member while shortchanging the company.
Diverting business opportunities: Steering contracts or clients into a competing venture.
Misappropriating funds: Making unauthorized withdrawals or using company assets for personal expenses.
Blocking access: Refusing to share financial records or excluding a co-member from management decisions.
Improper competition: Operating a competing business while still owing obligations to the LLC.
Recognizing these patterns early gives you a better chance of preventing the damage.
What legal remedies are available to you
California law provides several meaningful remedies when a co-member violates these obligations:
Claim for financial harm: You can sue for damages, including profits the other member wrongfully obtained.
Judicial dissolution: A court can order the LLC dissolved when a co-member's conduct makes it unreasonable to continue operating.
Court-ordered buyout: To avoid dissolution, the LLC or members holding 50% or more of the voting interests may elect to buy out the petitioning member at fair market value under court supervision. In practice, the threat of dissolution often forces a fair negotiation.
Injunctive relief: If harmful conduct is ongoing, you can ask a court to step in and stop it immediately.
Which remedy makes the most sense depends on your goals, the severity of the breach and how quickly you need relief.
Taking action before the damage gets worse
Every day a breach continues, more assets can be diverted and more records can disappear. Preserve financial records and communications early and move before the other side has time to restructure assets or strengthen their position.
If you are an LLC member in California and a co-member is undermining the business, speaking with a business litigation attorney early in the process can make a significant difference in the outcome.
]]>On Behalf of Burkhalter Kessler Clement & George LLP<![CDATA[When the assessed value for a commercial property skyrockets]]>https://www.bkcglaw.com/?p=563692026-09-18T08:57:56Z2026-08-30T00:10:56ZOwners can appeal their assessment
County authorities set the taxable value for a property by establishing an assessed value for the property. The assessment process may involve a cursory inspection of the property, often conducted as a drive-by. Other times, assessors depend on public records, including information about the commercial property and details about other recent transactions for similar properties in the area.
The assessed value of a property can increase rapidly in cases where local property values soar. Businesses may then struggle to cover property tax obligations, putting them at risk of falling behind.
In cases where a dramatic increase in the assessed value for a property makes tax obligations problematic, it may be possible to challenge the change in the property’s assessed value. Direct negotiations with local authorities can sometimes result in a revised assessed value for the property. Other times, a formal appeal might be necessary.
An attorney familiar with property tax assessment appeals and other aspects of real estate law can help commercial property owners protect their investments. For starters, reviewing an assessment and comparing it to the prior year can help people determine if an increase in assessed value may be unreasonable.
]]>On Behalf of Burkhalter Kessler Clement & George LLP<![CDATA[5 essential steps to ending a California business partnership]]>https://www.bkcglaw.com/?p=563662026-08-27T12:30:04Z2026-08-27T12:29:35ZStart with your partnership agreement
The partnership agreement is the foundation of any business split. This document sets the rules for how partners can exit. It may also outline how to value the business and divide shared assets. If your agreement covers these points, the process tends to move faster.
Understand your legal options
California offers partners a few different legal paths when ending a business relationship:
Formal dissociation: A partner officially withdraws from the partnership while the business continues operating without them
Buyout: One partner purchases the other's ownership interest and continues running the business alone
Full dissolution: Both partners agree to close the business entirely, divide remaining assets and move on separately
Choosing the right path depends on your agreement and the current state of the business.
Determine the business valuation
Knowing what the business is worth matters before dividing anything. Your partnership agreement may already outline how to get that number. If it does not, an independent appraiser may be able to help. California courts require that assets be split fairly during a dissolution. Settling on a clear number early can help prevent disputes.
Divide finances and assets fairly
Dividing assets is often the hardest part of any split. California law sets a clear order for distributing assets during a dissolution. The business pays creditors first. Partners who loaned money to the business get repaid next. Each partner then takes a share of what is left based on their ownership interest.
Keep communication professional
Hostile exchanges often escalate into expensive litigation. Even when tensions are high, keeping discussions constructive can help both partners reach an agreement more efficiently. Verbal agreements can also cause problems later. Having a formal separation agreement can cover asset division, debt responsibility, non-compete clauses and confidentiality terms. This documentation protects both parties if disputes come up later.
Planning for a smooth separation
A clean business split often comes down to how both partners handle the process. Taking a professional approach can help preserve the relationship and make the transition easier for everyone. Both partners can then close this chapter and move forward with confidence.]]>