Practice Areas: Business Litigation, Appellate, Business & Corporate
Licensed in California since: 2017
Education: Yeshiva University Benjamin N. Cardozo School of Law
Selected to Rising Stars: 2023 - 2024 Call today:
415-986-8001
Valle Makoff LLP
201 Spear StSuite 1100
San Francisco, CA 94105 Visit website
Details
Roxanne E. Makoff is an associate attorney at the San Francisco office of the Valle Makoff LLP law firm, which has two other offices in Los Angeles and Silicon Valley, California. Serving clients across the state of California, she focuses her practice on business litigation and business/corporate law.
Experienced in advisory work and litigation matters, Ms. Makoff is a diligent attorney who always keeps her clients’ best interests in mind and strives to get them the most favorable outcome against all odds. She has gained extensive experience working on several complex cases, including on two consolidated business matters as an appellate co-counsel, resulting in a summary judgment and an award of more than $318,000. Ms. Makoff also consults in the drafting and litigation of complex agreements between non-married co-habitants (Marvin agreements), premarital agreements, settlement agreements, property transfer agreements and business entity owner and manager agreements.
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), is the co-author of CEB’s Practice Guide on “Understanding Fiduciary Duties in Business Entities” on “Fiduciary Duties in Family Businesses and Transactions” and co-authored an article in the Daily Journal, “The Law and Practice of Litigating Marvin Claims in a Less-Married Millennium.”
After graduating with a Bachelor of Arts from Hamilton College, Ms. Makoff began working as a case clerk at Clyde & Co. in the San Francisco Bay Area and as a national office fellow at the U.S. Fund for UNICEF. She then decided to pursue her legal studies and attended Benjamin N. Cardozo School of Law in New York. During law school, she served as the notes editor for the Cardozo Law Review. She also served as an extern at the New York County Supreme Court for the Honorable Arthur F. Engoron and interned in the Bureau of Democracy, Human Rights and Labor at the U.S. Department of State in Washington, D.C.
Earning her Juris Doctor in 2017, Ms. Makoff passed the bar and is licensed to practice in all the state courts of California. She is also admitted before the United States District Court for the Northern District of California and the United States Court of Appeals for the 9th Circuit.
Practice areas
Business Litigation, Appellate, Business/Corporate- 80% Business Litigation
- 10% Appellate
- 10% Business/Corporate
First Admitted: 2017, California
Professional Webpage: http://vallemakoff.com/attorneys/roxanne-makoff/
- 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
- Korchemny v. Piterman, 68 Cal.App.5th 1032 (2021)
- United States District Court for the Northern District of California
- State Bar of California, Member
- United States Court of Appeals for the 9th Circuit.
- Hamilton College with a Bachelor of Arts, Major: Public Policy, 2012
- St. Paul's School, New Hampshire
- 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
Selections
- Rising Stars: 2023 - 2024
