Corporate Governance
San Diego Corporate Governance Attorneys
Corporate governance defines how a California business makes decisions, manages conflicts, and protects its officers and directors from personal liability. The right structure prevents disputes; the wrong structure produces them. Khashayar Law Group advises closely held corporations, LLCs, and partnerships on governance documents, fiduciary frameworks, and the compliance practices that keep the business and its leadership out of court.
Corporate Governance Engagements
Common engagements include:
- Bylaws and operating agreements — initial drafting, periodic updates, and dispute-driven amendments.
- Board structure and meeting protocols — quorums, voting thresholds, written consents, meeting minutes.
- Officer and director indemnification — under California Corporations Code §317 and analog LLC provisions, supplemented by D&O insurance.
- Fiduciary duty advice — the duty of care (business judgment rule) and duty of loyalty owed by directors, officers, managers, and controlling owners.
- Conflict-of-interest and related-party transaction policies.
- Shareholder and member meeting compliance — annual meetings, special meetings, proxy procedures.
- Compliance frameworks — for regulated industries, public-facing companies, and businesses approaching financing rounds.
Why Governance Matters for Closely Held California Businesses
Most closely held California businesses get into governance disputes long before they ever get into litigation with outsiders. Co-founders disagree on direction. Majority owners want to push minority owners out. Family members fight over succession. Proper governance documents — drafted before the dispute — control how these conflicts resolve. The firm drafts governance to anticipate conflict and to protect officers and directors when conflict arises.
How Khashayar Law Group Handles These Matters
Khashayar Law Group approaches every matter with the same trial-ready discipline that produced over $165 million in recoveries firm-wide. Daryoosh Khashayar has tried cases before juries, before judges, and before the California Court of Appeal, where he has secured multiple reversals of Superior Court rulings. He has litigated against major insurers including GEICO and Progressive, and against large corporations including Walmart and Costco.
ABOTA Membership and What It Means for Clients
Daryoosh Khashayar is a member of ABOTA — the American Board of Trial Advocates, an invitation-only organization for attorneys with exceptional verified civil jury trial experience and judicial recommendations. The firm has recovered more than $165 million for clients and prepares every matter — transactional or litigated — with the trial-readiness corporate counterparties respect.
Frequently Asked Questions
What fiduciary duties do California directors and officers owe?
The duty of care (acting with the care that an ordinarily prudent person would exercise in similar circumstances) and the duty of loyalty (acting in good faith and in the corporation's best interests, not self-dealing). LLC managers and members in manager-managed LLCs owe similar duties under California Corporations Code §17704.09.
What is the business judgment rule?
A judicial presumption that directors acting on an informed basis, in good faith, and in the honest belief that the action is in the corporation's best interests are protected from personal liability for their business decisions. The presumption is rebuttable on a showing of fraud, conflict, or gross negligence.
Should our bylaws or operating agreement include indemnification?
Yes, for officers, directors, managers, and (often) employees acting within the scope of their roles. California Corporations Code §317 sets the framework for corporate indemnification. Indemnification provisions should be supplemented by D&O insurance for serious-claim coverage.
How are conflicts of interest handled under California law?
California Corporations Code §310 governs interested-director transactions. A transaction involving a director's material financial interest is voidable unless approved by disinterested directors or shareholders after disclosure, or proven fair to the corporation. Robust conflict policies reduce the risk of voided transactions.
How often should we update our governance documents?
Every 3–5 years and after any major business change — new owners, major financing, business model pivot, regulatory change, or governance dispute. Stale documents are a frequent source of litigation.
Talk to a San Diego Corporate Governance Attorney
Khashayar Law Group serves clients throughout San Diego and California. Consultations are free and confidential. Call (858) 509-1550 or visit our office at 1350 Columbia St., Suite 303, San Diego, CA 92101.
