Jeffrey T. Makoff

Attorney Profile

Top Rated Business Litigation Attorney in San Francisco, CA

Valle Makoff LLP
 | 388 Market Street, Suite 1300
San Francisco, CA 94111
Phone: 415-986-8001
Fax: 415-840-0237
Selected to Super Lawyers: 2005, 2012 - 2018
Licensed Since: 1985
Practice Areas:
  • Business Litigation (70%),
  • Appellate (20%),
  • Intellectual Property Litigation (10%)
Attorney Profile

Jeff Makoff has represented California businesses, families and entrepreneurs on major legal matters for over 30 years.  From the San Francisco Bay Area technology hub, to the L.A. media capital, to Wine Country and the Central Valley, Jeff handles complex disputes concerning the management and control of all types of businesses, fiduciary obligations and commercial litigation.  Jeff is skilled in proceedings before judges, arbitrators, juries and government agencies, and is a constructive force in high stakes, often emotional, business and settlement negotiations.  Jeff’s family has lived and worked in California for over 100 years, long before California was the world’s fifth largest economy. His practical experience with California law, business and the state's diverse constituencies has proven invaluable in hundreds of complex cases.

Jeff is admitted to practice in all California federal and state courts, in Washington, D.C. and in Ohio. Jeff handles plaintiff and defense cases, and mediator, receiver and trustee assignments.  Jeff is experienced in jury trials, court trials, arbitrations and federal and state appeals and writs. His broad motion experience includes dismissals, summary judgments, anti-SLAPP (First Amendment), trial motions and a variety of provisional remedies motions.  In business control disputes, he 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.  He 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).    

In an advisory capacity, Jeff handles family dispute resolution, fiduciary issues, Marvin ("palimony") cases, crisis management, business stabilization, complex asset management, division and disposition, compensation (including stock options/units and carried interests), asset-secured settlements, shareholder agreements, strategic legal and succession planning, internal and external communications and risk management.  Jeff frequently assists family law professionals with business fraud investigations, complex fiduciary duty issues, business valuations, characterization of business interests, community/separate property apportionment, tort and injury claims that arise from intimate relationships, and with the discovery and analysis of electronically stored business information (ESI). He negotiates complex property agreements between unmarried intimate partners/cohabitants with respect to property rights, business management and control, termination, estate-related claims, resolution of disputes and other matters. 

Jeff is the original and update author of CEB's Practice Guide on "Understanding Fiduciary Duties in Business Entities" on "Fiduciary Duties in Family Businesses and Transactions." He 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. Jeff 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. He co-tried a case with legendary Houston cross-examiner Dick Caldwell. Jeff worked on many of the major West Coast corporate control battles of the 1980s.  

Valle Makoff LLP provides business litigation and related transactional advice to corporate, fiduciary and individual clients in federal and state courts, arbitrations and in S.E.C. proceedings.  The firm's clients include technology companies and investors, domestic and international private equity firms, media companies, venture capitalists, live event promoters, high technology engineers and managers, artists, athletes and entertainers, real estate developers, business executives, law firms and other professional firms, and stakeholders in private trusts, estates, partnerships and other commercial enterprises. Please contact us for more information.

Practice Areas

Business Litigation (70%)
Appellate (20%)
Intellectual Property Litigation (10%)

Business Litigation (70%): Trade Secret

Appellate (20%): Appeals

Intellectual Property Litigation (10%)

Focus Areas

Trade Secret, Appeals


Selected to Super Lawyers for 8 yearsbottom-image

Super Lawyers: 2005, 2012 - 2018

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White Papers

  • Private Caucusing In Civil Pretrial Mediations (2013) - Article by Jeff Makoff and Jessica Grynberg on the benefits of joint sessions in civil mediation vs. private caucusing.  The article was written after the authors completed the week-long Mediating Disputes practicum at the Harvard Law School Program on Negotiation.

  • About Jeffrey Makoff

    Admitted: 1985, California

    Professional Webpage:


    • Best Lawyers in America, Commercial Litigation, U.S. News & World Report, 2018
    • Cover Photo, In Practice Catalog (Winter), Continuing Education of the Bar, 2016

    Special Licenses/Certifications:

    • Admitted, United States Tax Court, 2014
    • Member of the Ohio Bar, 2006
    • Member of the District of Columbia Bar, 1986

    Bar/Professional Activity:

    • Presentation at CEB's Business Law Basics seminar on "Business Operations" and "Business Exits", including contract drafting, dispute resolution and owner buyout transactions and dissolutions, 2018
    • Presentation to the annual AAML Symposium on "Rescission and Set-Aside Of Settlement Agreements and Judgments", 2018
    • Presentation to the National Conference of the Forensic Expert Witness Association on "Interview Skills for Expert Witnesses: How to Win the Beauty Contest", 2018
    • Presentation to the National Conference of the Forensic Expert Witness Association on "What Trial Lawyers Look For When Choosing a Expert", 2018
    • Presentation to the annual AAML Symposium on "Achieving the Best Results in Business Valuation Cases Through Proactive Lawyering", 2016
    • Association of Business Trial Lawyers, 2016
    • Member, Attorneys for Family-Held Enterprises Association (AFHE), 2016
    • Member, Los Angeles County Bar Association, 2016
    • Member, Beverly Hills Bar Association, 2016
    • Member, San Francisco Trial Lawyers Association, 2016
    • Member, Board of Trustees, Hastings Law School Foundation, 2016
    • Co-Chair, Committee on Business Litigation of the Business Law Section, State Bar of California, 2016
    • Member, American Bar Association, 2016
    • Presentation at Hastings College of the Law on "Skills, Careers & Lifestyles in Business Litigation", 2015
    • Presentation to the annual AAML Symposium on "Discovery Ethics In A Linked, Stalked and Hacked World", 2014
    • Certificate of Completion, "Mediating Disputes", Program on Negotiation at Harvard Law School, 2013
    • Online (live) presenter at the "Greenlight Summit" symposium re legal and risk management issues in digital art businesses, 2012
    • Member, The Federal Bar Association, 2012
    • Presentation to the annual AAML Symposium on "Eight Complex Fiduciary Issues Faced By Family Lawyers and How to Resolve Them", 2011
    • Judicial Extern, Hon. Spencer Williams (U.S. District Court, Northern District of California), 1984

    Scholarly Lectures/Writings:

    • Co-Author, Rescission and Set-Aside of Family Law Settlements and Judgments, ACFLS Specialist, 2018
    • Interviewed by the President of the Boulder County Bar Association on blockchain technology, Interview on Blockchain Technology and Lawyers, Boulder County Bar Association Newsletter, 2018
    • Co-Author, Achieving the Best Results in Business Valuation Cases Through Proactive Lawyering, ACFLS Specialist, 2016
    • Author, "Fiduciary Duties in Family Businesses and Transactions,", Practice Guide on "Understanding Fiduciary Duties in Business Entities" , Continuing Education of the Bar, 2016
    • Author, Issues of Business Management and Control Under Family and Corporate Law, Contra Costa Lawyer Magazine, Law, 2010
    • Author, "Attorney-Client Privilege in the European Communities After AM&S v. Commission: The Secret Is Out", Hastings International & Comparative Law Review, 1984


    • Obtained total summary judgment in favor of a defendant on an alleged $8 million oral contract obligation, 2018
    • Obtained total summary judgment in favor of a defendant on an alleged $1 million+ obligation on the ground of usury, 2018
    • Defeated contested writ petition (after Palma notice) (Maria D. v. Superior Court, Appeal No. A146116 (Cal. Ct. App. Div. 4, September 24, 2015), 2015
    • Litigation and settlement of complex third-party creditor claim involving lien on venture capital fund distributions, 2015
    • Trial of issues re property characterization of carried interests in six investment limited partnerships described by the trial judge as "complex in the extreme", 2015
    • Obtained reversal on appeal of directed verdict and key evidentiary ruling in a San Francisco hedge fund partner compensation and tort case (Ehrlich v. Zlot, Appeal Nos. A139567, A139829 (Cal. Ct. App. Div. 5, May 7, 2015)), 2015
    • Settlement of commercial claims arising from a personal relationship (called "Marvin" claims under California law), 2015
    • Settlement of $10 million marital estate, including business valuation and acquisition, 2014
    • Settlement of public company executive employment claims, 2014
    • Trial of contract and tort claims involving Internet-related business, 2014
    • Settlement of termination and harassment claims against corporate executive, 2014
    • Settlement of unlawful access to computer system and trade secret claims for a permanent injunction and $2.5 million judgment, 2014
    • Trial of business valuation issues involving a national investment advisory business, 2013
    • Settlement of community property rights in substantial San Francisco Bay Area commercial real estate portfolio, 2013
    • Settlement of breach of contract action related to non-California real estate financing transaction, 2013
    • Settlement of federal copyright infringement action in the entertainment industry, 2013
    • Obtained anti-SLAPP dismissal of abuse of process claim, 2013
    • Settlement of contract and tort action arising out of video game development agreement, 2013
    • Obtained anti-SLAPP dismissal of fraud and negligence action against two major television networks and corporate affiliates, 2013
    • Obtained anti-SLAPP dismissal of defamation claims against television station and reporter on First Amendment grounds, 2013
    • Settlement of state law tort and contract claims arising out of a large property consignment contract, 2012
    • Settlement of partnership claims re live events, motion picture and merchandising of extreme sports team, 2012
    • Settlement of $2M fraudulent conveyance claim, 2011
    • Settlement of $7.5M claim alleging fraud in a premarital agreement, 2011
    • Bench trial and successful appeal in $5M marital fraud case, 2011
    • Co-representation and settlement of Heller Ehrman LLP bankruptcy estate claims in multiple business cases, 2011
    • Settlement of claim based upon negligent performance of a Web development contract, 2010
    • Trial of $60M corporate indemnification claim (arbitration), 2010
    • Favorable summary judgment decision leading to settlement of life insurance claim, 2009
    • Litigation and settlement of corporate control contest for video game development company, 2007
    • Settlement after opening statements of real estate finance case, 2005
    • Federal jury verdict of $2M on business tort claims against a services firm (after successful Ninth Circuit appeal), 2004
    • Settlement of entertainment industry antitrust case after winning Ninth Circuit appeal (published opinion), 2003
    • Settlement of motion pictures rights between partners with respect to 17 development-stage film projects, 2001
    • Settlement of "Marvin" property claims brought against Contra Costa ranchowner, 1999
    • Favorable jury verdict on claims against securities brokerage firm leading to settlement, 1998
    • Favorable summary judgment decision leading to settlement of copyright infringement claims in gaming industry, 1998
    • Settlement of $7.5M securities fraud claims arising out of a high technology private placement, 1998
    • Federal jury trial (co-counsel with Frank Rothman) of family business fiduciary claims, 1998
    • Settlement (through acquisition) of litigated antitrust claims arising in a distribution business, 1998
    • Settlement of insider-trading claims brought against an investment banker by the U.S. Securities & Exchange Commission, 1998
    • Jury trial settlement of federal constitutional claims against media entities after opening statement, 1998
    • Successful defense of film and television production company against television licensing claims (published decision), 1997
    • Defense of media production company against contract and tort claims by executive producer (published appeal), 1997
    • Favorable jury verdict leading to settlement of executive compensation claims, 1997
    • Favorable jury verdict leading to settlement against insurer in coverage action by senior executive, 1997
    • Favorable jury verdict leading to settlement of claims against health care provider on professional liability claims, 1997
    • Bench trial to non-suit of shareholder voting claims in proxy contest for international commodities corporation., 1996
    • Favorable jury verdict leading to settlement in executive equity compensation case, 1995
    • Settlement of insider-trading claims brought against an executive by the U.S. Securities & Exchange Commission, 1995
    • Settlement of "Marvin" property claims brought against international professional athlete, 1995
    • Settlement of $6M claims in breach of marital fiduciary duty action, 1994
    • Jury trial defense of securities broker in trial of business tort claims, 1994
    • Lead brief writer and case analyst in successful consitutional defense of California Attorney General action against a health care company (published appeal), 1990
    • Research analyst of Business Judgment Rule issues in "golden parachute" case (published appeal), 1989
    • Jury trial of executive compensation claims arising from corporate acquisition (co-lead trial and appellate counsel), 1989
    • Lead brief writer and case analyst in $60M international fraud and forgery defense of a major media company, 1987


    • Advised health care technology company founder on first and second round venture capital investments, 2016
    • Represented major owner of business process outsource company in co-owner buyout transaction., 2016
    • Represented major investment company shareholder in consent solicitation and proxy contest, 2016
    • Negotiation of stock-secured buyout of 50% interest in home-based residential substance abuse recovery business, 2015
    • Represented founder and large shareholder of healthcare technology company in private equity merger negotiations, 2015
    • Negotiation of secured, structured buyout of 50% interest in nationwide financial services business, 2013
    • Pre-litigation negotiation of secured buyout of $7M commercial real estate interests, 2012
    • Negotiated resolution of contract dispute re acquisition of live sporting event business, 2012
    • Negotiation and execution of a control transfer of family manufacturing business to the next generation, 2012
    • Negotiation of settlement of $150M Silicon Valley marital estate, 2012
    • Negotiation of shareholder buyouts in two building contractor businesses, 2010
    • Negotiation of $1.8M buyout of shareholder interest in California logistics company, 2009
    • Negotiation of $1.6M buyout of general partner interest in San Ramon, California commercial property, 2009
    • Negotiation of shareholder buyout in retail flooring business, 2005
    • Court-appointed trustee to manage resolution of trust defalcation claims and property liquidation, 2003
    • Negotiation of corporate control contest for health care service company, 1998

    Other Outstanding Achievements:

    • Co-Author, "Get Off the Fence! 10+1 Steps to Help You Make That Big Decision" (Health Communications), 2003

    Educational Background:

    • University of California, Los Angeles (Political Science), B.A., cum laude, 1981
    • Palisades High School, Los Angeles, 1978
    • Crossroads School for the Arts & Sciences, Santa Monica, 1974

    Industry Groups

    • Financial
    • High Technology
    • Media-Entertainment
    • Real Estate
    Find Me Online
    LinkedIn - jeffmakoff
    Office Location for Jeffrey T. Makoff

    388 Market Street
    Suite 1300
    San Francisco, CA 94111

    Phone: 415-986-8001

    Fax: 415-840-0237


    Jeffrey T. Makoff:

    Last Updated: 6/11/2018

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