Notes from the practice.
Shorter pieces on the questions and updates that come up most often in California business and civil litigation work.
Civil litigation
Assignment Orders for 1099 Income: Reaching Self-Employment Earnings Under CCP § 708.510
California judgment creditors have a powerful and underused tool for reaching self-employed debtors' income — the assignment order under Code of Civil Procedure § 708.510, which can intercept payments owed to the debtor by clients, customers, or platforms before the debtor receives them.
Read insightCivil litigation
Defending Against Frivolous Lawsuits in California: Sanctions, Anti-SLAPP, and Cost-Shifting
California gives defendants several tools for responding to frivolous lawsuits — CCP § 128.5 sanctions, the anti-SLAPP statute (CCP § 425.16), CCP § 1038 cost recovery for malicious-prosecution defenses, demurrers and motions to strike. Each fits a different category of frivolous claim.
Read insightJudgment enforcement
Domesticating Sister-State Judgments in California: The Sister State Money Judgments Act
California's Sister State Money Judgments Act (CCP §§ 1710.10–1710.65) lets out-of-state judgment creditors register and enforce judgments in California through a streamlined procedure. Here's how the registration process actually works, the grounds for vacating, and the strategic considerations for choosing it.
Read insightCivil litigation
Proving Badges of Fraud Under § 3439.04(b): Building the Evidence
California UVTA actual-fraud claims are built on circumstantial evidence — the eleven badges of fraud enumerated in Civil Code § 3439.04(b). Here's how creditors actually develop the documentary record that supports each badge in California courts.
Read insightCivil litigation
Successor Liability in California Asset Purchases: The Four Exceptions
California's general rule is that an asset purchaser doesn't inherit the seller's liabilities — but four exceptions can change the result. Here's how California courts apply express assumption, de facto merger, mere continuation, and fraudulent purpose under Ray v. Alad Corp.
Read insightJudgment enforcement
Turnover Orders vs. Writs of Execution: When Each Tool Fits
California judgment creditors have two principal mechanisms for converting paper judgments into recovery — writs of execution under CCP § 699.510 and turnover orders under CCP § 699.040. Each has its own strengths, weaknesses, and best applications.
Read insightCivil litigation
The Antecedent Debt Exception Under UVTA: When Preferences Aren't Voidable
California Civil Code § 3432 lets a debtor pay one creditor in preference to others — even when others go unpaid — without committing a fraudulent transfer under UVTA. Here's how the exception works, where it ends, and how creditors and transferees navigate it.
Read insightJudgment enforcement
CCP § 664.6: How to Enforce a California Settlement (and the Mistakes That Forfeit It)
California Code of Civil Procedure § 664.6 offers summary enforcement of a civil settlement — but the statute's requirements are unforgiving. Here's what § 664.6 actually requires, the two cases that decide most disputes (Levy and Mesa), and how to keep the door to summary enforcement open.
Read insightCivil litigation
California § 998 Offers: How They Shift Costs and Fees
California Code of Civil Procedure § 998 lets either side make a formal settlement offer with cost-shifting consequences. Used carefully, it's one of the most powerful settlement tools in California civil litigation.
Read insightBusiness formation
The $800 California LLC Tax: Who Pays, When, and Why It Surprises
Every California LLC owes the state $800 a year. Plain-English guide to who owes the minimum tax, when it is due, what changed in 2024, and what happens if you miss it.
Read insightBusiness formation
California LLC Annual Compliance Calendar: What to File, When, and What Happens If You Miss It
Plain-English compliance calendar for California LLCs — every recurring filing, every deadline, every fee, in one place. The annual reference for staying in good standing with California.
Read insightBusiness formation
California LLC EIN: When You Need One, How to Get It, and What It Is For
Plain-English guide to the EIN (Employer Identification Number) for California LLCs — when you need one, when you do not, how to apply, the common mistakes, and what to do if you have lost yours.
Read insightBusiness formation
What a California LLC Operating Agreement Actually Says (And Why It Matters)
The operating agreement is the most important document a California LLC owns and the most commonly misunderstood. Plain-English orientation on what an operating agreement covers, what RULLCA defaults look like when one is missing, and why one-size-fits-all templates fail.
Read insightBusiness formation
California LLC vs. Corporation: Which Entity Is Right for Your Business
Plain-English guide to the entity-type decision in California. When an LLC is the right choice, when a corporation makes more sense, and the situations where the answer surprises people.
Read insightBusiness formation
California LLC vs. S-Corp Election: When It Saves Money, and When It Does Not
An S-corp is a tax election, not an entity type. Plain-English guide to when a California LLC should elect S-corp tax treatment, when it should not, and why the answer is mostly your CPA
Read insightBusiness formation
California LLC vs. Trust for Estate Planning: Different Tools for Different Jobs
Plain-English guide to how LLCs and trusts work together (and separately) in California estate planning — what each one does, when you use which, and the common situations where the two complement rather than replace each other.
Read insightBusiness formation
California Real Estate LLCs: Should You Hold Property in an LLC?
Plain-English guide to whether to hold California real estate in an LLC — the liability-protection case, the tax considerations, the costs, and the situations where one LLC per property is the right answer versus a single LLC holding multiple properties.
Read insightBusiness formation
California Series LLCs: Why They Do Not Really Work Here
Series LLCs are a popular asset-protection structure in some states, but California does not recognize them. Plain-English guide to what a series LLC is, what California does instead, and why most California real estate investors should not rely on series LLCs formed in other states.
Read insightBusiness formation
The California Statement of Information (Form LLC-12): What It Is and When You Owe It
Every California LLC has to file a Statement of Information within 90 days of formation and every two years after. Plain-English guide to Form LLC-12, the $20 fee, what gets reported, and the suspension consequences for missing it.
Read insightBusiness formation
Converting a Sole Proprietorship to a California LLC: When and How
If you have been operating as a sole proprietor and you are ready to form an LLC, the conversion is straightforward but has specific steps. Plain-English guide to when to convert, how the conversion works, what changes (and what does not), and the common mistakes.
Read insightBusiness formation
DBA vs. LLC in California: Which One Do You Actually Need?
A DBA (fictitious business name) and an LLC do different things. Plain-English guide to what each one is, when you need each, and the situations where the two work together.
Read insightBusiness formation
Foreign LLCs Operating in California: When Out-of-State LLCs Have to Register
If your Delaware, Nevada, Wyoming, or other out-of-state LLC does business in California, it has to register as a foreign LLC. Plain-English guide to who has to register, what
Read insightBusiness formation
How to Dissolve a California LLC: The Steps That Actually Stop the $800
Closing a California LLC properly takes more than walking away. Plain-English guide to dissolution, the Certificate of Cancellation, final tax filings, and the difference between short-form and long-form dissolution.
Read insightBusiness formation
Manager-Managed vs. Member-Managed California LLCs: What the Choice Actually Does
When you form a California LLC, you have to choose between manager-managed and member-managed. Plain-English guide to what each structure means, who has authority to bind the LLC, and the situations where each is the right choice.
Read insightBusiness formation
Piercing the LLC Veil in California: When Limited Liability Stops Limiting Liability
Limited liability is the main reason to form an LLC, but California courts can pierce the veil and hold members personally liable in specific circumstances. Plain-English guide to how veil-piercing works, the alter-ego doctrine, and the operational habits that protect you.
Read insightBusiness formation
Single-Member vs. Multi-Member LLCs in California: What Actually Changes
Plain-English guide to the differences between single-member and multi-member LLCs in California — tax treatment, liability protection, operating agreement complexity, and the situations where the choice matters.
Read insightBusiness formation
Spouses and California LLCs: Community Property and Why It Matters
California is a community property state, and that changes how LLCs owned by married people actually work. Plain-English guide to whether to put your spouse on the LLC, what community property means for ownership, and the situations where it matters most.
Read insightContracts
Contract clauses that actually end up litigated — and the ones that mostly don't
Most California commercial contracts are negotiated heavily on the wrong clauses. The clauses that actually drive litigation outcomes are predictable — and often the ones least argued about during the deal.
Read insightJudgment enforcement
What a charging order against an LLC actually does — and what it doesn't
When the judgment debtor's main asset is an LLC interest, the charging order is the available enforcement tool. It's narrower than most creditors expect — and broader than most LLC owners realize.
Read insightBusiness formation
What Is RULLCA? California
RULLCA is the California statute that governs LLCs formed in California. Plain-English orientation on what it does, what it requires, and why it matters for your operating agreement.
Read insightEmployment
At-will employment isn't actually at-will in California
California's at-will doctrine has more exceptions than rule. Employers who treat "at-will" as a license to terminate without consequence find themselves on the defending side of wrongful-termination litigation regardless of what the offer letter says.
Read insightJudgment enforcement
Charging Orders vs Foreclosure: The California LLC Distinction
California Corporations Code § 17705.03 makes the charging order the exclusive remedy in most LLC cases. But foreclosure on a member's interest is sometimes available — and when it is, it changes the recovery picture.
Read insightEmployment
PAGA after the 2024 reforms: what California employers actually need to know
California's 2024 PAGA reforms reshaped how penalties are calculated, how settlements are structured, and how cure rights operate. Most of the changes favor employers — but only when the underlying compliance math is run honestly.
Read insightBusiness formation
Five mistakes we see most often in California LLC operating agreements
California operating agreements are the document that decides every member dispute. The mistakes we see most often aren't typos — they're structural choices that look fine until the day they're tested.
Read insightCivil litigation
Piercing the corporate veil in California: what creditors and owners both need to know
California's alter-ego doctrine looks unforgiving on paper but is exacting in practice. Most attempts to pierce the veil fail. The ones that succeed have a distinct profile — and most could have been prevented at formation.
Read insightCivil litigation
California Books-and-Records Demands: How They Work and When to Use One
Owners of California closely held businesses have statutory inspection rights. A properly framed pre-litigation demand can produce substantial information without filing anything.
Read insightCivil litigation
Demand letters: when they work, when they don't, and when they backfire
A well-aimed demand letter resolves a meaningful share of California business disputes for a fraction of what filing costs. A poorly aimed one costs more than it saves — and sometimes invites the other side to file first.
Read insightContracts
Notice and Cure Provisions: The First Thing to Read in Your Contract
Most California commercial contracts require formal notice of breach and a cure period before suit. Skipping notice can waive remedies. Here's how the provisions actually work.
Read insightCivil litigation
Served in California: What the First 30 Days Actually Look Like
A served California civil defendant has 30 days to respond. The decisions made in those weeks shape the case. Here's what actually happens, in order.
Read insightCivil litigation
California Statutes of Limitations You Should Track Now
California civil claims have specific filing deadlines. Missing one ends the matter regardless of merit. Here are the limitations periods most relevant to business disputes.
Read insightCivil litigation
Preserve Evidence Before You File: A California Pre-Litigation Checklist
California civil discovery doesn't recreate what's already gone. Here's what to preserve before a complaint is drafted — and how to do it in a way that holds up.
Read insightCivil litigation
What to Bring to a California Case Evaluation
A useful case evaluation runs on facts and documents, not summaries. Here's what to bring so the conversation produces a real assessment of your matter.
Read insightCivil litigation
When a Demand Letter Is Worth Sending — and When It Isn't
California demand letters move some matters and harden others. The decision turns on whether the other side has reason to negotiate, and on what the letter says when it goes.
Read insightHave a real matter behind the reading?
Insights are general — your situation isn't. The discovery call figures out which side of the practice your matter sits on and whether we can take it.