Partnership & Shareholder Dispute Attorney – California

Last updated: October 2026

Kolmogorov Law, P.C. is a business litigation firm in Irvine, California that represents partners, LLC members, shareholders, and companies in ownership disputes. Founder Pavel Kolmogorov (State Bar No. 321018) handles breach of fiduciary duty, freeze-outs, deadlock, buyouts, accounting claims, and dissolution actions in the Superior Courts of Orange County, Los Angeles, San Diego, San Francisco, and Santa Clara Counties and in California federal court. The firm represents minority owners, majority owners, and the company itself, depending on who calls first and where the conflict lies.

Call (909) 235-6116 or contact us online to discuss your partnership or shareholder dispute.

Partnership and Shareholder Disputes We Handle

A partner or co-founder who diverts company money, customers, or opportunities to themselves or a new venture.
Freeze-outs: a minority owner cut off from information, distributions, or management by the majority.
Deadlock between 50/50 owners that stops the company from making decisions.
Disputes over the price and terms of a buyout under an operating agreement, shareholder agreement, or partnership agreement, or where no agreement exists.
Claims for an accounting and access to books and records under the Corporations Code.
Judicial dissolution of a corporation, LLC, or partnership, and the buyout election that can stop it.
Disputes over capital contributions, guaranties, loans to the company, and compensation.
Defense of owners and officers accused of breaching fiduciary duties.

The Duties Owners Owe Each Other in California

Partners in a general partnership owe each other duties of loyalty and care. (Corp. Code, § 16404.) The duty of loyalty bars a partner from taking partnership opportunities, competing with the partnership, or dealing with it on the other side of a transaction. Members of a member-managed LLC, and managers of a manager-managed LLC, owe the same duties to the company and its members. (Corp. Code, § 17704.09.) Directors and controlling shareholders of a corporation owe fiduciary duties to the corporation and to minority shareholders. A majority that uses its control to benefit itself at the minority's expense breaches that duty. The agreement among the owners sets the rules for management, distributions, transfers, and exit. California enforces those agreements as written, within statutory limits. When there is no written agreement, the Corporations Code supplies the default rules. Those defaults often surprise people who relied on a handshake. Our guide to breach of fiduciary duty in California covers the elements in detail.

What You Can Recover

The remedies depend on the entity and the agreement. A partner or member who proves a breach of fiduciary duty can recover the losses the breach caused and, in a proper case, the profits the wrongdoer took. Punitive damages are available where the conduct was fraudulent, oppressive, or malicious. (Civ. Code, § 3294.) Owners can compel an accounting and inspection of the company's books. A court can order a buyout at fair value, appoint a receiver to run the company during the dispute, or dissolve the entity and wind up its affairs. In a corporate dissolution action, the corporation or holders of at least half the voting power may avoid dissolution by buying the plaintiff's shares at fair value. Court-appointed appraisers set the price if the parties cannot agree. (Corp. Code, § 2000.) Which remedy makes sense depends on whether you want to stay, leave with a fair price, or shut the business down.

How We Approach an Ownership Dispute

We start with the documents: the operating agreement, shareholder agreement, or partnership agreement, the company's financial records, and the communications that show what each owner knew and did. Many of these cases turn on information the other side controls, so the first steps are often a books-and-records demand and a litigation hold. From there we decide whether to frame the case as a direct claim (your own loss), a derivative claim (a loss to the company brought on its behalf), or both. The choice affects who pays, who recovers, and what defenses apply. Where the relationship can be preserved, we use the demand and mediation stages to negotiate a buyout or a restructuring. Where it cannot, we move for the relief that protects the company's value while the case proceeds. That can be a receiver, an injunction, or an expedited buyout. Our guides to partnership buyouts, the warning signs of a business divorce, and dissolving an LLC in California walk through the options.

Partnership Dispute Attorney in Orange County, Irvine, and Los Angeles

Orange County and Irvine. Our office is in Irvine. Partnership and shareholder cases for Orange County companies are filed in Orange County Superior Court in Santa Ana, with matters designated complex assigned to the Civil Complex Center. We represented an Orange County technology company in a partnership dispute that was resolved by restructuring ownership without protracted litigation. See our Orange County and Irvine pages.

Los Angeles. We handle ownership disputes for Los Angeles County companies in Los Angeles Superior Court, including the Stanley Mosk Courthouse and its complex departments. See our Los Angeles page.

Elsewhere in California. We appear in San Diego, San Francisco, and Santa Clara County Superior Courts and in California federal court, and we handle arbitration under JAMS and AAA rules where the owners' agreement requires it.

What to Bring to the Consultation

Bring the operating agreement, shareholder agreement, or partnership agreement and every amendment, along with the ownership ledger or cap table. Add recent financial statements and tax returns, bank records showing the transactions in dispute, and the emails or messages in which the problem surfaced. A short timeline of who did what and when helps. If you have been cut off from the company's records, tell us what you have asked for and when, because the demand itself is a step in the case.

Frequently Asked Questions

Can I force my business partner to buy me out in California?

Sometimes. If your agreement has a buyout clause, it controls. Without one, a shareholder in a closely held corporation can sue for dissolution. The corporation, or the holders of at least half the voting power, can then elect to buy the shares at fair value rather than dissolve. (Corp. Code, § 2000.) LLC members and partners have related but narrower rights that depend on the Corporations Code and the agreement.

My partner is stealing from the company. What should I do first?

Preserve the evidence, demand the books and records in writing, and get counsel before confronting your partner. Moving money out, locking the partner out, or making accusations without a record can create claims against you. See our guide on what to do if your business partner steals from the company.

What is the difference between a direct and a derivative claim?

A direct claim seeks compensation for harm done to you personally, such as a distribution you were wrongly denied. A derivative claim is brought on the company's behalf for harm done to the company, such as diverted profits, and any recovery goes to the company. Many ownership disputes involve both. The framing affects standing, defenses, and who pays attorney's fees.

How long do I have to sue?

It depends on the claim. Breach of a written agreement carries a four-year limitations period. (Code Civ. Proc. § 337.) Breach of fiduciary duty is generally three or four years depending on the theory. Fraud is three years from discovery. (Code Civ. Proc. § 338, subd. (d).) Delay also weakens equitable remedies, so the practical answer is sooner.

Can the dispute be kept confidential?

Court filings are public. If the owners' agreement requires arbitration, the proceeding is private. Mediation is confidential under California law, and most ownership disputes that settle do so there. We discuss the confidentiality tradeoffs before anything is filed.

I am the majority owner and the minority is making demands. Do I have exposure?

Possibly. Controlling owners owe fiduciary duties to the minority, and a freeze-out, an insider transaction, or a refusal to provide records can support claims. The same documents that protect a minority owner protect a majority owner who followed them. We defend owners and officers in these cases as often as we prosecute them.

Talk to a California Partnership and Shareholder Dispute Attorney

Whether you are being pushed out, need to remove a partner, or are defending your own conduct, contact Kolmogorov Law, P.C. at (909) 235-6116 or through our contact page. Our office is at 327 Magnet, Irvine, CA 92618. See also our guides to shareholder and LLC member disputes and our California business litigation practice.

This page provides general information about California law and is not legal advice. Ownership disputes turn on the governing agreement and the specific facts.