TIM MCELFISH
Managing Partner
The Ferruzzo Corporate Team completed a well-executed business succession plan that ensured a smooth transition for a professional services business in Southern California.
Our team worked with the client to successfully pass leadership to the next generation. As part of the key strategy, we worked with the clients who early on identified a successor of their business and put a plan in place to transfer ownership to key employees. Through this process the company maintained their trust and loyal client base. By involving key employees in the planning process and maintaining open communication with clients, it not only safeguarded the company's legacy but also positioned it for future growth and innovation.
Business succession planning is vital for ensuring a smooth transition of a business to the next generation of leadership, especially when passing a company to a family member.
A well-structured plan helps to prepare the next generation for leadership roles while preserving the family legacy. Recently, we assisted a construction company transfer ownership to the next generation, while balancing the family’s estate planning goals since some of the children worked within the company, and other family members pursued outside careers. With careful planning, the family-owned businesses was successfully transferred over a multi-year plan to preserve the legacy of the business for years to the company, while preserving their family dynamics.
CHERYL L. BARRETT
Partner
Protecting your loved ones.
While assisting clients with their estate planning, we discussed their desire to protect their adult son who has mental challenges. Their concern was his care and well-being after they are gone. Because of our affiliation with the special needs community, we were able to introduce them to the perfect facility. Their son now happily resides there. We drafted an estate plan to meet his needs during his lifetime and to also leave something for the care facility in recognition of their good work.
Planning for and serving generations.
We assisted husband and wife since the 1990s with regard to their estate planning. We revised and updated their estate plan as their estate grew and the laws changed. Sadly, they both died in their 70s but their plan was in great shape and the transfer of assets to their sons was as smooth as it could be, taking less than 5 months to complete at the second death. We are now representing one of the sons and his wife with their estate planning. It is an honor and a pleasure to work with families through the generations.
JAMES P. BARONE
Partner
Successfully navigating landmines.
While representing a Seller of a business and during the preparation of its imminent closing, we were informed that the Buyer’s lender would require an additional 48 hours within which to process the Buyer’s financing. Unfortunately, all the other moving parts required for the closing were already in process and postponing it would have resulted in numerous problems. By working nonstop over the weekend, we were able to craft around the financing issue and successfully close on time, while protecting our client that the necessary funds would be provided. The Seller received its multimillion-dollar sale price, and the Buyer acquired the business, without interruption.
Maximizing value for clients.
While representing the Seller of a business and during the negotiation of the terms of sale, the Buyer stated they wanted to value the Seller’s fixed assets at net book value, which at the time was about $40,000. The Seller asked our opinion and we disagreed. Many fixed asset items of the business had been fully depreciated, including the low book value, which was a very large free-standing electronic sign overlooking a busy freeway. Based on our experience, we believed the fair market value of the fixed assets would be substantially higher and successfully negotiated to secure fair market valuation. Once completed, the overall appraised value of the fixed assets was determined to be in excess of $1,000,000, resulting in a huge gain for our Seller client.
VASKO R. MITZEV
Partner
You can fight city hall.
Ferruzzo represented a professional services vendor to a Southern California City, against that City and another City vendor. The action arose out of the client’s allegation that the City failed to honor its contractual commitments to the client. The client also brought a tort allegation against another City vendor that allegedly interfered with client’s relationship with the City. Ferruzzo resisted summary judgment by both the City and vendor defendant and then proved in a multi-week jury trial both breach of contract by the City and Defendant vendor’s tortious interference. Favorable damages were awarded against both City and Defendant Vendor, and Client’s business and professional reputation were fully vindicated, in an important public agency contract sphere.
Hire away liability risk.
Ferruzzo successfully vindicated a manufacturer client’s right to assert the Privette Doctrine and avoid liability for a wrongful death action brought by a third-party employee’s estate against the client. Ferruzzo successfully argued and resolved any liability issues based upon the legal doctrine (Privette) that if a client properly hires a third-party to perform contracting services on its premises, and that contractor’s employee alleges injury or harm, the client is immune to liability as a function of delegating full control to the contractor, including control over safety, direction of work, and safety (CalOSHA) compliance. Ferruzzo fully demonstrated the client’s non-involvement, lack of retained control and lack of affirmative contribution to any alleged liability. Ferruzzo further assisted the client in navigating insurance issues of coverage, liability and indemnity.
Cut and swap the pain away.
Ferruzzo successfully represented a client in a contested partnership/partition dispute, in which two partners owed multiple pieces of real estate as tenants in common. However, there was no clear agreement as to how to use, manage, and divide the properties or their incomes derived. Ferruzzo accounted for all of the income, costs and management expenses, evaluated the client’s objectives and goals, and successfully negotiated a partition/separation of the multiple properties with an agreement that cut the ties, swapped parcels, accounted and reconciled the equities, and sent the client and his ex-partner their separate ways. Ferruzzo’s strategy avoided protracted litigation and allowed the client to achieve peace and prospective prosperity sooner.
Bounce the bounty hunter.
Ferruzzo successfully defended a manufacturing client from the threat of shakedown suits brought by “Bounty Hunters,” who are empowered by California state legislation to bring private attorney general actions for the alleged benefit of consumer protection. Ferruzzo initiated early analysis and strategy to demonstrate the merit-less claims and resolved the threat of litigation.
Follow the law carefully.
Ferruzzo successfully represented a trade industry client which was subpoenaed for grand jury participation and criminal trial proceedings as a witness for the government. Ferruzzo helped the client navigate the privacy rights of its consumer data, the proper responsiveness to a government investigation, and good faith participation in aiding a federal prosecution of third-party criminal fraud, to a successful verdict. Ferruzzo’s representation brought integrity to the client’s trade industry and demonstrated a successful business-government collaboration to investigate and root out criminal fraud, while balancing client rights and privacy issues.
Use the force.
Ferruzzo successfully represented a client whose developer/builder refused to honor a liquidated damages provision in a new home construction agreement. Ferruzzo demonstrated that the alleged construction delays were avoidable, and the Force Majeure clause which attempted to negate the client’s rights was inapplicable. Thereby demonstrating that the client was entitled to significant economic damages, as a function of the builder’s unsupportable delays. The client obtained a favorable outcome and Ferruzzo enforced the integrity of the agreement, consistent with the client’s rights.
BLAINE K. YAMAUCHI
Senior Associate
The synergy of Planning and Administration.
We represented the Trustee of a complex trust after a high-net-worth individual’s passing. The trust being administered held a diverse range of assets, including real estate, investments, multiple business interests, and valuable pieces of art earmarked for individual beneficiaries, various charities, and a Donor Advised Fund. Meticulous asset valuation, collaboration with tax professionals and financial advisors, and adept Estate Tax management streamlined the administration process while maximizing the preservation of the estate. Open communication with beneficiaries eased tensions and ensured the decedent’s wishes were fulfilled. Ferruzzo’s administration of this estate resulted in efficient asset distribution and the realization of the decedent’s philanthropic goals.
Mitigating Taxation
We prepared a comprehensive estate plan preserving low property tax base for a family with substantial real estate holdings. Within this administration, we successfully resolved real property title issues while minimizing property tax reassessment risks. By using a revocable family trust, irrevocable trusts, family-owned entities, and meticulous documentation, we established clear ownership for each property. In addition, our planning navigated intricate property tax issues and mitigated future property tax reassessment for the family’s real estate holdings. This approach ensured a dispute-free transfer of assets to the next generation, preserved the family’s financial legacy, and secured a tax-efficient future for the heirs.
DUSTIN D. SICHON
Partner
Upheld decedent’s disinheritance of fraudster siblings.
We represented two close friends of a decedent who were wrongfully alleged to have committed financial elder abuse against the decedent to create a Trust for their benefit over family members. Upon our retention, the decedent’s siblings had already been appointed as the personal representatives of the estate in Arizona and Washington State based upon fraudulent claims that decedent had died intestate. Through our actions, the clients were able to file a competing claim in California asserting the validity of the Will and Trust, enforce the Trust, and coordinate actions in Washington and Arizona to refute the siblings’ false claims. The Trust was recognized and our clients received property worth in excess of the original share provided by the Trust. The decedent’s fraudster siblings received nothing via their actions.
Your assets, your choice.
In a recent action, we represented the adopted son of a decedent against the claims of a biological son who had been disinherited. The biological son alleged that his father’s Trust, which left everything to our client, was the product of a lack of capacity, fraud, undue influence, and financial elder abuse. Based upon the false claims of wrongdoing against our client, the biological son asserted that our client should be deemed to have predeceased his adoptive father and that he should be subject to statutory double damages as a result of his alleged bad faith conduct. Our review of the action quickly determined that it was driven more by emotion than facts. Through discovery and a series of motions, we obtained sanctions against the petitioner and his abandonment of his frivolous claims.
JAMES K. LEESE
Partner
Forging common ground.
The death of a mother left her multimillion-dollar trust estate to her two children, who had a very strained relationship. The oldest child was named as the trustee and alleged to have breached her duties in damage to the trust. Prior to our engagement, the dispute had led to litigation, at a seven-figure amount, and there was no end in sight. To reduce the already exploding legal fees and preserve the estate, we recommended the parties hire a corporate trustee to take over the trust administration and try to settle the dispute.
The corporate trustee served as a “common enemy” to forge an unlikely alliance between the sisters, causing them to realize that paying a corporate trustee was a small price for peace and certainty. The sisters, united by a common desire to avoid unnecessary expenditure, found an unexpected but pragmatic common ground.
This outcome not only preserved their mother’s legacy but also demonstrated how, even amidst mistrust, there can be agreement in the pursuit of financial wisdom.
Initially, my client balked at the idea of an impersonal third party taking over because of her belief that corporate trustee fees would be high. However, I suggested that handing the administration to a corporate trustee could lead to a resolution of the dispute more quickly than continuing the very expensive litigation.
I called the corporate trustee a “common enemy” because the fees of the common enemy would likely forge an unlikely alliance between them – to get things settled due to having to pay the trustee fees, which were quite high. By highlighting the financial prudence of this approach, illustrating that the fees of a corporate trustee would pale in comparison to the costs and losses of a protracted legal fight - they agreed.
The siblings did not like each other, but they disliked the Trust Company more. Thus, before too long they were able to settle the dispute and to appreciate that paying a corporate trustee was a small price for peace and certainty. The sisters, united by a common desire to avoid unnecessary expenditure, found an unexpected but pragmatic common ground.
This outcome not only preserved their mother’s legacy but also demonstrated how, even amidst mistrust, there can be agreement in the pursuit of financial wisdom, culminating in profound success.
MATTHEW J. AVETOOM
Senior Counsel
Keeping the team together.
We counseled the board of directors on corporate governance and management matters to avoid the impact of pending shareholder derivative litigation on long-term growth targets. Managed the requests of hostile shareholders and counseled the owners on duties to the corporation and achieved the desired board composition under the cumulative voting scheme by leveraging equity positions of aligned shareholders.
Protecting our clients.
We represented an automotive group on divestiture of its luxury automobile dealership portfolio and underlying real estate. We achieved the client’s desired risk mitigation and business objectives by negotiating releases for potential environmental liabilities without compromising the closing timeline. We expedited the negotiation process by effectively interpreting and incorporating client priorities into the definitive agreements. We leveraged our knowledge of real estate and the M&A market to achieve favorable positions on commercial terms.
ALYSE M. FREDERICK
Senior Associate
Preserving wealth and health.
On an ex parte basis, we got the daughter of a decedent appointed as Special Administrator so she could address several issues threatening the estate. A significant asset of the estate was a mobile home park located on Indian and fee land, and the ownership issues were extremely complex. The EPA and DOJ had the park under intense scrutiny and an emergency order because the park’s water was contaminated with arsenic. The DOJ was threatening to sue. Meeting with the DOJ, local county counsel, and attorneys for other stakeholders, we successfully persuaded the DOJ to hold off on suing the estate. This allowed our client time to begin to run the business effectively and to hire professionals who fixed the contaminated water issue, resulting in the water at that park being safe to drink and use. In addition to helping our client preserve estate assets, this improved the lives and health of over 1,000 residents of that park, all of whom were indigent.
Let’s make a deal.
Our client, the administrator of an estate, entered into a contract to sell a multi-million dollar house owned by the estate. The buyer was acquiring this house as a part of a 1031 exchange and had a tight deadline to close. The decedent’s live-in girlfriend was extremely hostile to the family and refused to vacate the house. Unlawful detainer lawyers were hired, but could not evict her anywhere close to the buyer’s deadline. The girlfriend would not talk to anyone associated with the family, hired security guards to prevent the heirs from visiting the property, and called the police on anyone who attempted to gain access. We were able to build rapport with the hostile girlfriend, and negotiated and implemented a cash-for-keys deal with her that resulted in her voluntarily vacating the property and the sale being timely consummated. This resulted in the estate avoiding two costly lawsuits with the buyer and girlfriend and monetizing a significant asset.
SKYLAR V. PALASIK
Counsel
Forged deeds disregarded.
We represented the beneficiary of a trust and prevented his eviction from his home. Our client was a 50/50 beneficiary of his parents’ trust with his brother. The primary asset of value in the trust was the house where he and his brother lived. Unbeknownst to our client, his brother fraudulently transferred the property out of the trust to himself, sold the property, and kept all of the money. The buyer then tried to evict our client from his own home. As a result of our swift action and the seamless integration of our civil litigation and trust litigation teams, we prevented the transfer of the property and negotiated a settlement to unwind the sale and recover the home for our client.
Helping those in times of need.
We represented the daughter of an elderly woman who had been diagnosed with dementia. The mother’s husband passed away a few months prior, which left no one to look after her daily medical and financial needs. She now lived alone, had minimal finances to support herself, and her dementia was worsening. We worked with the client to find and secure court appointment of a private professional fiduciary (“PPF”) she trusted to handle her mom’s finances, while she handled her mother’s care. We worked with the daughter to find a memory care facility that was well suited for her mother’s specific care needs and would also provide a high quality of life, while concurrently obtaining court approval to sell the mother’s home so she could financially support herself and receive the best possible care for the remainder of her life.
Overcoming legal hurdles to effectuate your intent.
Ferruzzo successfully represented a trustee to fund assets into a trust that the decedent was unable to accomplish before her passing. In this circumstance, there were named pay-on-death beneficiaries for multiple accounts that were specifically named as assets of the trust, and that the decedent wanted to pass pursuant to the terms of the trust. We were able to overcome the pay-on-death beneficiary designations through clear and convincing evidence of the decedent’s alternate intent, convey the assets to the trust instead of to the pay-on-death beneficiaries, and distribute them to the trust beneficiaries according to the decedent’s wishes.
Swift and successful defense.
We represented the trustee of a decedent’s trust 16 years after the decedent passed. The trust was established to provide for the decedent’s two special needs children, but also named a remainder, contingent beneficiary should the other beneficiaries pass away. Almost sixteen years after the trustor died, the contingent remainder beneficiary brought a lawsuit against the trustee for allegedly breaching her fiduciary duties. We worked diligently with our client to obtain all relevant financial statements for the period in question, prepare and obtain court approval of her accounting covering the sixteen-year period, and secure a swift dismissal of the contingent beneficiary’s lawsuit.
SHANNON C. PAPAZIS
Partner
Holding Fraudulent Fiduciaries Accountable
The Ferruzzo trust litigation team, with partner Shannon Papazis as lead counsel, secured a Judgment in excess of $1.4 million dollars against a sibling trustee after a 5-day trial related to the trustee’s multitude of breaches of fiduciary duty in administering their late mother’s trust for the trustee’s personal benefit. The trustee filed bankruptcy and appealed the Judgment. The bankruptcy court granted relief from the bankruptcy stay in order to continue to pursue collections, and the trustee’s bankruptcy was later dismissed without discharge of her Judgment obligation to our clients. The California Court of Appeal upheld the Judgment in full. Further, given her bad faith conduct in defending the litigation without reasonable cause, the trustee was further ordered to pay attorneys’ fees and costs to our clients in excess of $350,000. The Ferruzzo trust litigation team represented the clients throughout all phases of the litigation and appeal, as well as during the process to collect the sums due them under the Judgment.
Prosecuting Predators of Grieving Elders
The Ferruzzo trust litigation team successfully dissolved the marriage of an elderly, widowed parent who had been preyed upon by his deceased wife’s caregiver after her passing. The caregiver secured her marriage to their father, who was grieving the loss of his beloved spouse and suffering from dementia. The caregiver then commenced her scheme to isolate the father from his children and loved ones, and deplete his estate. We secured court appointment of his children as co-conservators of his person and estate, obtained elder abuse restraining orders against the caregiver, unwound the fraudulent marriage in family court, and then retrieved the assets and funds wrongfully taken by the caregiver turned wife.
Community Claw Back
After her spouse’s death, we represented the surviving wife in successfully asserting her community property ownership interests and Moore Marsden rights worth millions to the estate of her late husband via prosecution of a Spousal Property Petition and Creditor Claim against his children.
Enforcing Fiduciary Compliance
We secured the resignation of a corporate bank trustee administering the trust for its own benefit in generating exorbitant trustee fees, to the detriment of our beneficiary client, and avoided the bank unnecessarily forcing the sale of the client’s beach front home or payment of rent by the client to remain living therein.
Promises Honored
The Ferruzzo trust litigation team prosecuted a breach of contract to make a will action, including claims under Estate of Marvin, by a surviving partner, resulting in an inheritance to her in excess of three times larger than what was provided to her within the estate plan.
Contracts Matter
The Ferruzzo trust litigation team successfully defended against a surviving spouse’s attempts to unwind a premarital agreement he entered into with his wife, as well as his wife’s separate property estate plan, for the benefit of the deceased wife’s descendants. This secured and preserved the multi-millions in assets the deceased wife had accumulated over her lifetime which she intended to benefit her children and grandchildren.
Children’s Financial Future Restored
We prosecuted an action on behalf of surviving children, including an adult child with special needs, against their father to secure their rights to insurance policy proceeds and to receive child support after their mother’s passing. This ensured their financial security for their future, as well as their ability to attend higher education, as their mother wished, while at the same time preserving governmental benefits for the disabled child.