Jeffrey T. Makoff

Top rated Business Litigation attorney in San Francisco, California

Valle Makoff LLP
Jeffrey T. Makoff
Valle Makoff LLP

Practice Areas: Business Litigation, Appellate, Intellectual Property Litigation; view more

Licensed in California since: 1985

Education: University of California College of the Law, San Francisco

Selected to Super Lawyers: 2005, 2012 - 2023

Valle Makoff LLP

201 Spear St
Suite 1100
San Francisco, CA 94105 Visit website


Jeff Makoff has represented California businesses, families and entrepreneurs on major legal matters for nearly 40 years.  From the San Francisco Bay Area tech hub, to the L.A. media capital, to Napa-Sonoma and the Central Valley, Jeff handles complex disputes concerning the ownership, management and control of all types of businesses, fiduciary obligations and commercial litigation.  Jeff handles federal and state trials and appeals, jury and bench trials, arbitrations, mediations and administrative proceedings.  Jeff is the original and current Executive Editor of "Litigating and Judging California Business Entity Governance Disputes" (LexisNexis/Matthew Bender 2019-2023) and the co-author of the chapter on "Fiduciary Duties in Family Businesses and Transactions" in CEB's Practice Guide on "Understanding Fiduciary Duties in Business Entities". The range of clients and disputes handled by Jeff reflects California's unique economy and diverse population: tech and biotech companies and executives, venture capital and private equity investors, financial services companies and professionals, business founders of all types, entertainers, authors and athletes, digital and traditional media leaders.       

Jeff is admitted to practice in all California federal and state courts and in Washington, D.C. 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, fiduciary duty issues, business valuations, characterization of business interests, community/separate property apportionment, contractual disputes pertaining to premarital and postmarital agreements, 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 married and unmarried intimate partners/cohabitants with respect to property rights, business management and control, termination, estate-related claims, resolution of disputes and other matters. 

Jeff 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 Richard Caldwell. Jeff worked on many of the major West Coast corporate control battles of the 1980s era.  

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, Appellate, Intellectual Property Litigation

Focus areas


First Admitted: 1985, California

Professional Webpage:

Educational Background:
  • University of California, Los Angeles (Political Science), B.A., cum laude, 1981
  • Crossroads School for the Arts & Sciences, Santa Monica, 1974
  • Palisades High School, Los Angeles, 1978
Special Licenses/Certifications:
  • Member of the District of Columbia Bar, 1986
  • Admitted, United States Tax Court, 2014
Other Outstanding Achievements:
  • Co-Author, "Get Off the Fence! 10+1 Steps to Help You Make That Big Decision" (Health Communications), 2003
White Papers:
  • 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., Private Caucusing In Civil Pretrial Mediations, 2013
  • Principal advisor to joint majority shareholder in $50 million business asset sale. , 2020
  • Negotiation of stock-secured buyout of 50% interest in home-based residential substance abuse recovery business, 2015
  • Negotiation of $1.6M buyout of general partner interest in San Ramon, California commercial property, 2009
  • Represented major investment company shareholder in consent solicitation and proxy contest, 2016
  • Negotiation and execution of a control transfer of family manufacturing business to the next generation, 2012
  • Negotiated resolution of contract dispute re acquisition of live sporting event business, 2012
  • Negotiation of secured, structured buyout of 50% interest in nationwide financial services business, 2013
  • Advised health care technology company founder on first and second round venture capital investments, 2016
  • Negotiation of settlement of $150M Silicon Valley marital estate, 2012
  • Negotiation of corporate control contest for health care service company, 1998
  • Negotiation of shareholder buyouts in two building contractor businesses, 2010
  • Represented founder and large shareholder of healthcare technology company in private equity merger negotiations, 2015
  • Represented major owner of business process outsource company in co-owner buyout transaction., 2016
  • Negotiation of $1.8M buyout of shareholder interest in California logistics company, 2009
  • Court-appointed trustee to manage resolution of trust defalcation claims and property liquidation, 2003
  • Negotiation of shareholder buyout in retail flooring business, 2005
  • Pre-litigation negotiation of secured buyout of $7M commercial real estate interests, 2012
  • Award, Best Lawyers in America in Commercial Litigation, U.S. News & World Report, 2021
  • Award, Best Lawyers in America in Commercial Litigation, U.S. News & World Report, 2020
  • Award, Best Lawyers in America in Commercial Litigation, U.S. News & World Report, 2019
  • Cover Photo, In Practice Catalog (Winter), Continuing Education of the Bar, 2016
  • Award, Best Lawyers in America, Commercial Litigation, U.S. News & World Report, 2018
Verdicts/Settlements (Case Results):
  • Lead trial court and appellate attorney in two consolidated commercial cases that resulted in total summary judgment for our client in both cases, plus an award of over $318,000 in legal fees, affirmed on appeal (Korchemny v. Piterman, ____ Cal.App.5th ____ (1st App. Dist. 2021))., 2021
  • Lead counsel in action to appoint a provisional director to manage a substantial private company during a corporate control dispute., 2019
  • Co-lead trial counsel in a case involving a complex contractual dispute dispute over whether a premarital agreement was terminated., 2022
  • Lead trial court and appellate attorney in complex commercial cases that resulted in a significant trial court ruling on business governance issues, affirmed on appeal (Boschetti v. Pacific Bay Investments, Inc., 32 Cal.App.5th 1059 (1st App. Dist. 2019))., 2019
  • Lead brief writer and case analyst in successful constitutional defense of California Attorney General action against a health care company (Van de Kamp v. Gumbiner, 221 Cal.App.3d 1260 (2nd App. Dist. 1990)), 1990
  • Settlement of insider-trading claims brought against an executive by the U.S. Securities & Exchange Commission, 1995
  • Settlement of federal copyright infringement action in the entertainment industry, 2013
  • Favorable jury verdict leading to settlement of claims against health care provider on professional liability claims, 1997
  • Favorable summary judgment decision leading to settlement of copyright infringement claims in gaming industry, 1998
  • Settlement of unlawful access to computer system and trade secret claims for a permanent injunction and $2.5 million judgment, 2014
  • Favorable jury verdict on claims against securities brokerage firm leading to settlement, 1998
  • Settlement of $7.5M securities fraud claims arising out of a high technology private placement, 1998
  • Trial of contract and tort claims involving Internet-related business, 2014
  • Trial of $60M corporate indemnification claim (arbitration), 2010
  • Settlement after opening statements of real estate finance case, 2005
  • Litigation and settlement of corporate control contest for video game development company, 2007
  • 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 partnership claims re live events, motion picture and merchandising of extreme sports team, 2012
  • Jury trial of executive compensation claims arising from corporate acquisition (co-lead trial and appellate counsel), 1989
  • Defeated contested writ petition (after Palma notice) (Maria D. v. Superior Court, Appeal No. A146116 (Cal. Ct. App. Div. 4, September 24, 2015), 2015
  • Settlement of entertainment industry antitrust case after winning Ninth Circuit appeal (published opinion), 2003
  • Settlement of "Marvin" property claims brought against international professional athlete, 1995
  • Obtained anti-SLAPP dismissal of abuse of process claim, 2013
  • Obtained total summary judgment in favor of a defendant on an alleged $8 million oral contract obligation, 2018
  • Federal jury verdict of $2M on business tort claims against a services firm (after successful Ninth Circuit appeal), 2004
  • Bench trial to non-suit of shareholder voting claims in proxy contest for international commodities corporation., 1996
  • Settlement of community property rights in substantial San Francisco Bay Area commercial real estate portfolio, 2013
  • Co-representation and settlement of Heller Ehrman LLP bankruptcy estate claims in multiple business cases, 2011
  • Federal jury trial (co-counsel with Frank Rothman) of family business fiduciary claims, 1998
  • Trial of business valuation issues involving a national investment advisory business, 2013
  • Settlement of $2M fraudulent conveyance claim, 2011
  • Jury trial defense of securities broker in trial of business tort claims, 1994
  • Settlement of "Marvin" property claims brought against Contra Costa ranchowner, 1999
  • Settlement of $10 million marital estate, including business valuation and acquisition, 2014
  • Settlement of claim based upon negligent performance of a Web development contract, 2010
  • Favorable jury verdict leading to settlement of executive compensation claims, 1997
  • Successful defense of film and television production company against television licensing claims (published decision), 1997
  • 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
  • Settlement of contract and tort action arising out of video game development agreement, 2013
  • Settlement of $6M claims in breach of marital fiduciary duty action, 1994
  • Obtained anti-SLAPP dismissal of fraud and negligence action against two major television networks and corporate affiliates, 2013
  • Obtained total summary judgment in favor of a defendant on an alleged $1 million+ obligation on the ground of usury, 2018
  • Bench trial and successful appeal in $5M marital fraud case, 2011
  • Settlement of insider-trading claims brought against an investment banker by the U.S. Securities & Exchange Commission, 1998
  • Settlement of breach of contract action related to non-California real estate financing transaction, 2013
  • Favorable jury verdict leading to settlement against insurer in coverage action by senior executive, 1997
  • Settlement (through acquisition) of litigated antitrust claims arising in a distribution business, 1998
  • Settlement of termination and harassment claims against corporate executive, 2014
  • Obtained anti-SLAPP dismissal of defamation claims against television station and reporter on First Amendment grounds, 2013
  • Favorable jury verdict leading to settlement in executive equity compensation case, 1995
  • Settlement of motion pictures rights between partners with respect to 17 development-stage film projects, 2001
  • Settlement of public company executive employment claims, 2014
  • Settlement of $7.5M claim alleging fraud in a premarital agreement, 2011
  • Jury trial settlement of federal constitutional claims against media entities after opening statement, 1998
  • Defense of media production company against contract and tort claims by executive producer (published appeal), 1997
  • Settlement of commercial claims arising from a personal relationship (called "Marvin" claims under California law), 2015
  • Favorable summary judgment decision leading to settlement of life insurance claim, 2009
  • Lead brief writer and case analyst in $60M international fraud and forgery defense of a major media company, 1987
  • Settlement of state law tort and contract claims arising out of a large property consignment contract, 2012
  • Litigation and settlement of complex third-party creditor claim involving lien on venture capital fund distributions, 2015
Bar/Professional Activity:
  • Presentation to the Northern California of the AAML on "Non-Family Law Claims in Disso Cases: Where, When, Why and How to File Them", 2021
  • Presentation to the annual AAML Symposium on "Rescission and Set-Aside Of Settlement Agreements and Judgments", 2018
  • Presentation to the San Francisco Estate Planning Council on preventing business and property litigation between unmarried intimate partners who engage in joint business activities, 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 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
  • Member, Board of Trustees, Hastings Law School Foundation, 2016
  • Presentation to the annual AAML Symposium on "Achieving the Best Results in Business Valuation Cases Through Proactive Lawyering", 2016
  • Co-Chair, Committee on Business Litigation of the Business Law Section, State Bar of California, 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
  • Judicial Extern, Hon. Spencer Williams (U.S. District Court, Northern District of California), 1984
Scholarly Lectures/Writings:
Industry Groups:
  • Financial
  • High Technology
  • Media-Entertainment
  • Real Estate

Office location for Jeffrey T. Makoff

201 Spear St
Suite 1100
San Francisco, CA 94105

Phone: 415-986-8001


13 Years Super Lawyers
  • Super Lawyers: 2005, 2012 - 2023

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