Roxanne E. Makoff
Associate
Roxanne Makoff practices in the areas of commercial litigation and fiduciary duties, especially related to management, control and operations of private and family business enterprises, business owner buyouts and the management and disposition of complex assets, related negotiations and trial practice. She has experience in litigation and advisory work involving venture capital and private equity funds, mergers and acquisitions, broker-dealer regulation and financial services compensation. Ms. Makoff was appellate co-counsel in two consolidated commercial cases that resulted in total summary judgment in both cases, plus an award of over $318,000 in legal fees, affirmed on appeal (Korchemny v. Piterman, 68 Cal.App.5th 1032 (2021)). Ms. Makoff received her J.D. in 2017 from Benjamin N. Cardozo School of Law in New York. She graduated from Hamilton College with a BA in 2012 (Public Policy) and attended St. Paul's School (New Hampshire). Ms. Makoff was an editor of the Cardozo Law Review with a published Note, Judicial Dissolution Under New York's Limited Liability Company Law: Should Breaking Up Be This Hard to Do?, 38 Cardozo L. Rev. 1541 (2017). Prior to law school, she worked as a case clerk at Clyde & Co. U.S. LLP in San Francisco and at the U.S. Fund for UNICEF in New York City. During law school, Ms. Makoff served as an extern for the Honorable Arthur F. Engoron at the New York County Supreme Court, and had a summer position with the U.S. State Department in Washington, D.C., Bureau of Democracy, Human Rights and Labor. Ms. Makoff is the Executive Editor (Updates) and contributed extensive research, writing, and editing to "Litigating and Judging California Business Entity Governance Disputes" (LexisNexis/Matthew Bender 2019). She is also the co-author of CEB's Practice Guide on "Understanding Fiduciary Duties in Business Entities," "Fiduciary Duties in Family Businesses and Transactions,” and the article in the Daily Journal, "The Law and Practice of Litigating Marvin Claims in a Less-Married Millennium."
Jeffrey Taylor Makoff
Partner
Jeffrey (Jeff) Makoff's practice includes advising California individuals and businesses on the rights and obligations of fiduciaries and beneficiaries, fraud and undue influence, marital rights, intellectual property, and the property and other rights of unmarried intimate partners. He also 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. Mr. Makoff 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). Mr. Makoff 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 his BA in 1981, cum laude, from the University of California, Los Angeles. In 2013, Mr. Makoff completed the week-long “Mediating Disputes” program at the Harvard Law School Program on Negotiation. Mr. Makoff 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. He 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. Mr. Makoff worked on many of the major West Coast corporate control battles of the 1980s era.
