Roxanne Makoff Attorney

First Admitted: 2017, California

Professional Webpage: http://vallemakoff.com/attorneys/roxanne-makoff/

Bar/Professional Activity:

United States District Court for the Northern District of California
State Bar of California, Member
United States Court of Appeals for the 9th Circuit.

Verdicts/Settlements (Case Results):

Korchemny v. Piterman, 68 Cal.App.5th 1032 (2021)

Educational Background:

Hamilton College with a Bachelor of Arts, Major: Public Policy, 2012
St. Paul's School, New Hampshire

White Papers:

The future is unmarried but entangled – fewer couples are getting married and more unmarried couples acquire property, pursue business, help and support each other and pool assets and efforts to create often-complex, financially-intertwined lives. California’s elaborate Family Code and case law determine property rights between married persons based on community property. But what happens when unmarried couples make financial deals during their relationship? In a less-married millennium, disputes between unmarried partners are more common than ever and may arise during their lifetimes or upon a partner’s death. This is an increasingly important, ascendant area of California civil and probate litigation, The law and practice of litigating Marvin claims in a less-married millennium, 2020

Scholarly Lectures/Writings:

Co-author, "Understanding Fiduciary Duties in Business Entities," CEB's Practice Guide
Editor, Cardozo Law Review, Benjamin N. Cardozo School of Law, Judicial Dissolution Under New York's Limited Liability Company Law: Should Breaking Up Be This Hard to Do?, 38 Cardozo L. Rev. 1541 (2017)
Co-author, "The Law and Practice of Litigating Marvin Claims in a Less-Married Millennium"
Executive Editor, "Litigating and Judging California Business Entity Governance Disputes"
Ms. Makoff's Note, Judicial Dissolution Under New York's Limited Liability Company Law: Should Breaking Up Be This Hard to Do?, addresses the issues that arise when member relations in New York LLCs become irreconcilably fractious and require judicial intervention. Because New York’s LLC Law does not provide exit-rights, parties who wish to sever relations with other members must either draft an operating agreement that provides for withdrawal or expulsion, negotiate an exit-right under hostile conditions, or persuade a court to order the remedy in the context of a judicial dissolution action. Under current New York case law, disagreement—deadlock—between LLC members is not an independent ground for judicial dissolution. Rather, the petitioner must convince the court that the LLC is unable to practicably achieve its purpose or is financially unfeasible. The New York standard, which rejects the application of corporate and partnership principles to LLCs, gives extreme deference to the operating agreement and is more stringent than the same standard in Delaware, whose Limited Liability Company Act (Delaware LLC Act) is, like New York’s LLC Law, also grounded on principles of freedom of contract. Faced with an increasing number of petitions for judicial dissolution due to irreconcilable deadlock between LLC members, New York judges are finding creative ways to circumvent the current standard in order to grant dissolution. This Note argues that New York should replace its current, flawed approach with a standard similar to that of Delaware, which permits deadlock as a ground for judicial dissolution. Under the Delaware standard, New York courts could order judicial dissolution when the relations between the parties have become so hostile that continuing to work together is futile. The Delaware standard, which can aptly be described as “deadlock-plus,” is desirable because it does not give judges unfettered freedom to order judicial dissolution. Rather, under the “deadlock-plus” standard the parties must show deadlock plus the non- existence of an enforceable and adequate exit-mechanism within the four corners of the operating agreement, or, if an acceptable exit- mechanism is indeed provided for in the operating agreement, the continuation of the LLC is financially unfeasible. Ultimately, the “deadlock-plus” standard, as evidenced by Delaware case law, preserves principles of freedom of contract while promoting functioning business relationships., Judicial Dissolution Under New York's Limited Liability Company Law: Should Breaking Up Be This Hard to Do?, Cardozo Law Review, 2017

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