About the Authors
JOHN R. BONN received his A.B. from Princeton University, Woodrow Wilson School of Public and International Affairs, in 1972 and his J.D. from the University of California, Berkeley, School of Law in 1976. Mr. Bonn has been a partner of Sheppard, Mullin, Richter & Hampton, LLP in Los Angeles since 1986, and before that time was a partner of Luce, Forward, Hamilton & Scripps. He is the author of a two-volume treatise, Partnership Taxation, published in 1987 by Clark, Boardman, Callaghan & Co. In addition, Mr. Bonn is the author of two papers presented to the University of Southern California Tax Institute, “Choice of Entity for the U.S. Private Enterprise and Use of Disregarded Entities” (1999) and “Acquiring or Disposing of an S Corporation” (1997). Mr. Bonn has been named in the 1997–1998, 1995–1996, 1993, 1989, and 1987 editions of The Best Lawyers in America. He is an author of chapter 14, “Taxation of Transfers and Terminations of Partnership Interests,” and chapter 18, “Change of Entity.”
FREDERICK D. BOOKE received his A.B. degree in 1961 from the University of California, Berkeley, and his J.D. in 1965 from the University of California, Los Angeles, School of Law. Mr. Booke is of counsel to the firm Cohan & Flame in Los Angeles. He specializes in civil and health care litigation. He is an author of chapter 15, “Litigation.”
COLBY A. CAMPBELL received her A.B. degree in 1980 from the University of California, Berkeley, her J.D. in 1985 from the University of Santa Clara, and her LL.M. in Taxation in 1992 from Golden Gate University. Ms. Campbell is an associate of the firm of Trainor Robertson in Sacramento. Her practice involves tax, business, and estate planning. She is an author of chapter 7, “Planning Limited Partnerships,” and chapter 8, “Limited Partnership Agreements.”
CHRISTOPHER CHEDIAK received his B.S. in 1980 from the University of California, Davis, and his J.D. in 1983 from the University of Southern California. Mr. Chediak is a shareholder and Section Head of the Business Law Department at Weintraub Tobin Chediak Coleman Grodin Law Corporation in Sacramento. He is a former member of the Partnerships and Limited Liability Companies Committee of the State Bar Business Law Section and former president of the Sacramento County Bar Business Law Section. He is the author of chapter 11, “Issuing Partnership Interests.”
RACHELLE H. COHEN received her B.S. degree in 1997 from Cornell University and her J.D. in 2001 from the University of California, Los Angeles, School of Law. She specializes in business and real estate transactions at Kehr, Schiff, Crane & Cohen, LLP, Los Angeles. Ms. Cohen is a member of the Los Angeles County Bar Association (and Vice Chair of its Professional Responsibility and Ethics Committee) and the Business Law Section of the California Lawyers Association, where she has served as the Chair of the Partnerships and Limited Liability Companies Committee, and a co-Chair of the Corporations Committee. She also serves on the Ethics Committee and Civics Engagement Committee of the California Lawyers Association. She is an author of chapter 16, “Dissociation and Transfer of Partnership Interests.”
PAUL J. DERENTHAL received his B.A. in 1976 from the University of San Francisco and his J.D. in 1980 from the University of California, Hastings College of the Law. Mr. Derenthal is a partner in the law firm of Derenthal & Dannhauser in San Francisco. His practice focuses on organizing and counseling businesses, including corporations and partnerships, and on securities law. He also serves as an arbitrator for the National Association of Securities Dealers. He is an author of chapter 2, “Choice of Entity and Collecting Client Information.”
JOHN E. DI GIUSTO received his B.S. in 1975 from California State University, Sacramento; his J.D. in 1981 from the University of California, Davis, School of Law; and his LL.M. in Business and Taxation in 1984 from the University of the Pacific, McGeorge School of Law. He is a retired CPA. He is a shareholder in the firm of Boutin Gibson Di Giusto Hodell Inc., specializing in business litigation, real estate transactions, corporate and business transactions, and taxation. Mr. Di Giusto is the author of chapter 12, “Operating a Partnership,” and one of the authors of chapter 16, “Dissociation and Transfer of Partnership Interests,” and wishes to acknowledge the assistance of Kimberly L. Jackson, James R. Moore, and Mark W. Owens on these chapters.
JAMES T. FREEMAN received his A.B. in 1969 from the University of California, Davis, and his J.D. in 1972 from the University of California, Davis, School of Law. Mr. Freeman practices law with Goldsberry, Freeman & Guzman, LLP, in Sacramento, specializing in business law, real estate, and finance. He is the author of chapter 9, “Planning Limited Liability Partnerships,” and chapter 10, “Limited Liability Partnership Agreements.”
GEORGE GRELLAS received his B.A. in 1974 from the University of California, Santa Cruz, with highest honors, and his J.D. in 1978 from the University of Santa Clara Law School, magna cum laude. He heads the firm George Grellas & Associates in Cupertino, where he specializes in start-ups in technology, business, corporate, and commercial law and represents leading companies in the high tech field and traditional business owners in a broad array of industries. Details of his Silicon Valley practice may be found at http://www.grellas.com. He is an author of chapter 7, “Planning Limited Partnerships,” and chapter 8, “Limited Partnership Agreements.”
CARA K. LOWE received her B.A. in 1986 from the University of California, Berkeley, her J.D. in 1994 from the University of California, Hastings College of the Law, and her LL.M. in Taxation from Golden Gate University in 2002. Ms. Lowe is the founder and shareholder of Pivot Law PC in Marin County, which she established after having practiced for two decades as a partner-attorney in San Francisco. She is the former co-chair of the Women’s Subcommittee and No Glass Ceiling Initiative of the Bar Association of San Francisco. She is an author of chapter 18, “Change of Entity.”
MARK D. LUBIN received his B.A. in 1973 from Columbia University and his J.D. in 1977 from the University of California, Berkeley, School of Law. Mr. Lubin is a partner in the firm of Stein & Lubin LLP, in San Francisco, specializing in real estate and general business law. He was co-chair (1995–1996) and member (1992–1996) of the Partnerships and Limited Liability Companies Committee of the State Bar Business Law Section and has participated on a national panel for the drafting of a Uniform Limited Liability Partnership Act. Mr. Lubin is an author of chapter 18, “Change of Entity.”
J. MICHAEL MATTHEWS received his B.A. in 1973 from Yale University and his J.D. in 1976 from Georgetown University. Mr. Matthews is a member in the firm of Rogers, Joseph, O’Donnell & Quinn in San Francisco, specializing in construction, legal ethics, professional liability, and business litigation. He is the author of chapter 17, “Dissolving and Winding Up Partnership.”
OVVIE MILLER received his B.A. (highest honors) in 1956 from the University of California, Los Angeles, and his J.D. in 1961 from Harvard Law School. Mr. Miller is of counsel to Rosenfeld Meyer & Susman, LLP, in Beverly Hills, specializing in family law and civil litigation. He is a member of the Beverly Hills, Los Angeles County, and American Bar Associations and the State Bar Committee on Administration of Justice. He is a Fellow of the American Academy of Matrimonial Lawyers. Mr. Miller is an author of chapter 15, “Litigation.”
JEROME SAPIRO, JR., received his B.A. in 1963 from the University of California, Berkeley, and his LL.B. in 1966 from the University of California, Hastings College of the Law. He is proprietor of The Sapiro Law Firm in San Francisco. Mr. Sapiro is former chair of the Bar Association of San Francisco Legal Ethics Committee; former member of the State Bar Committee on Professional Responsibility and Conduct; past president of the Lawyers’ Club of San Francisco; past president of the St. Thomas More Society of San Francisco; former member of the State Bar Commission for the Revision of the Rules of Professional Conduct, which drafted the Rules of Professional Conduct that became effective in 1989 and 1992; and a former member of the California State Bar Standing Committee on the Administration of Justice. He is a member of the Board of Governors of the Lawyers’ Club of San Francisco and is secretary of the Executive Committee of the Litigation Section of the California State Bar. Mr. Sapiro’s practice includes business litigation, litigation involving lawyers, estate planning and probate and related litigation, consultation with lawyers on their ethical studies, and transactional work. He often testifies as an expert witness in matters involving lawyers’ professional responsibilities. Mr. Sapiro is the author of chapter 1, “Attorney’s Role.”
TERI LYNN KALAWAKUA SHUGART received her B.S. in 1981 from the University of California, Santa Cruz, and her J.D. in 1984 from the University of California, Hastings College of the Law, where she was chief managing editor of the Hastings International and Comparative Law Review. In addition, Ms. Shugart received her LL.M. in Taxation in 2013 from Golden Gate University. Ms. Shugart has two offices, one in San Carlos and another in Honolulu, where she focuses her practice on business and real estate transactions and tax. Ms. Shugart is a member of the California State Bar, the Hawaii State Bar, the Native Hawaiian Bar, the Asian Pacific American Bar, and the Palo Alto Area Bar. Ms. Shugart is the former Chair of the Partnerships and LLCs Committee of the State Bar of California Business Law Section. She is an author of chapter 2, “Choice of Entity and Collecting Client Information.”
JULIE VANDERSLUIS SKEEN received her B.A. in 1991 from Cornell University and her J.D. in 1999 from the University of California, Hastings College of the Law, where she completed the tax concentration. She has practiced tax law in both the private sector and with the Office of Chief Counsel, Internal Revenue Service, as a senior attorney in the Office of Associate Chief Counsel, Passthroughs and Special Industries. Ms. Skeen currently assists clients with tax controversy, tax planning, and probate matters. She is an author of chapter 3, “Tax Considerations on Formation of and Contributions to Partnership,” and chapter 14, “Taxation of Transfers and Terminations of Partnership Interests.”
JOHN C. SUTTLE received his B.A. in 1969 from Stanford University, his M.B.A. in 1973 from the University of California, Berkeley, his J.D. in 1980 from the University of California, Hastings College of the Law, and his LL.M. (in Taxation) in 1983 from Golden Gate University. Mr. Suttle is a member in the firm of SuttleLaw, PC, in San Francisco, specializing in taxation, estate planning, probate, and business law. Mr. Suttle is certified as a specialist in Taxation Law by the State Bar of California Board of Legal Specialization. He is an author of chapter 3, “Tax Considerations on Formation of and Contributions to Partnership.”
CHARLES E. TOOMBS received his B.A. in 1974 from the University of California, Berkeley, his J.D. in 1984 from the University of San Francisco, and his LL.M. (Taxation) in 1987 from New York University. Mr. Toombs practices law with McInerney & Dillon, P.C., Oakland, specializing in tax, business, corporate, partnership, nonprofit, and real estate matters. He is the author of chapter 5, “Planning General Partnerships,” chapter 6, “General Partnership Agreements,” and chapter 13, “Taxation of Partnership Income.” Mr. Toombs gratefully acknowledges the work of Paul Derenthal and Herbert Kraus, authors of chapters 1 and 2 of the second edition of Advising California Partnerships, from which portions of chapter 6 are derived. Mr. Toombs also gratefully acknowledges the work of David Greenberg, whose article California Adopts the Revised Uniform Partnership Act to Govern General Partnerships, 18 CEB Cal Bus L Rep, provided clear and concise guidance for many portions of chapters 5 and 6.
MARK M. TUCKER received his B.A. in 1970 from Stanford University, his J.D. (magna cum laude) in 1974 from Willamette University, his LL.M. (in Taxation) in 1975 from New York University, and his M.B.A. in 1985 from Pepperdine University. Mr. Tucker, a member of the firm of SuttleLaw, PC, in San Francisco, emphasizes estate planning and taxation. He is a member of the Washington State Bar Association, the Oregon State Bar, and the State Bar of California. He is an author of chapter 3, “Tax Considerations on Formation of and Contributions to Partnership.”
About the 2023 Update Authors
AMAN BADYAL received his B.A. in 2001 from the University of Washington, his J.D. in 2004 from Georgetown University Law Center, and his LL.M. in Taxation in 2005 from New York University. Mr. Badyal is a partner in the tax department of Glaser Weil Fink Howard Avchen & Shapiro LLP. Details of his practice may be found at https://www.glaserweil.com/attorneys/aman-badyal. Mr. Badyal is the update author of chapter 7, “Planning Limited Partnerships,” and update coauthor of chapter 8, “Limited Partnership Agreements.”
SOYEUN D. CHOI is the update author of chapter 4, “Partnership Name,” chapter 9, “Planning Limited Liability Partnerships,” and chapter 10, “Limited Liability Partnership Agreements.” Ms. Choi earned her B.A. in Psychology from the University of California, Santa Cruz, and her J.D. from the University of California, Los Angeles, School of Law in 2000. Ms. Choi’s office is based in Palo Alto. She also served the community as the 2020–21 Chair of the California Lawyers Association Business Law Section, as General Counsel for the Asian Business League, and by fostering dogs for Pets in Need and German Shepherd Rescue of Northern California.
RACHELLE H. COHEN is the update author of chapter 1, “Attorney’s Role,” an update co-author of chapter 16, “Dissociation and Transfer of Partnership Interests,” and the update author of chapter 17, “Dissolving and Winding Up Partnership.” Please see her biography in the “About the Authors” section.
CHRISTOPHER DACUS is the update co-author of chapter 15, “Litigation.” He received his B.A., M.A., and J.D. from the University of Pennsylvania and clerked for the Hon. Thomas C. Platt in the Eastern District of New York. He has practiced in New York and California, and he recently returned to Glaser Weil Fink Howard Avchen & Shapiro LLP after serving as the general counsel for an international investment firm. His practice includes white collar litigation, health care provider-side litigation, and joint venture and partnership disputes.
ANDREW L. GRADMAN received his B.A. in 2006 from Stanford University, his J.D. in 2011 from Columbia Law School, and his LL.M. in Taxation in 2016 from New York University. Mr. Gradman operates the Law Office of Andrew L. Gradman in Los Angeles. Details of his practice may be found at https://www.gradmantax.com. He also plays the cello in the Los Angeles Lawyers Philharmonic. Mr. Gradman is the update author of chapter 3, “Tax Considerations on Formation of and Contributions to Partnership,” chapter 14, “Taxation of Transfers and Terminations of Partnership Interests,” and update co-author of chapter 16, “Dissociation and Transfer of Partnership Interests.”
CARA K. LOWE is the update co-author of chapter 8, “Limited Partnership Agreements,” and the update author of chapter 18, “Change of Entity.” Please see her biography in the “About the Authors” section.
TERI LYNN KALAWAKUA SHUGART is the update author of chapter 2, “Choice of Entity and Collecting Client Information.” Please see her biography in the “About the Authors” section.
DANA M. SILVA is the update co-author of chapter 15, “Litigation.” She is an associate at Freeman, Freeman & Smiley LLP in Century City. Her current practice focuses primarily on commercial litigation, but she also has years of experience representing employers in all types of employment litigation. Her favorite thing about lawyering is learning new areas of law and investigating facts. In her spare time, she enjoys watching Masterpiece Mystery, where other people do the hard work.
GABOR SZECSI, update co-author of chapter 11, “Issuing Partnership Interests,” and chapter 12, “Operating a Partnership,” graduated from the University of San Francisco School of Law in 2012. He is an attorney in the Capital Markets and Securities Practice Group in Haynes and Boone, LLP’s Palo Alto office. His practice focuses on general corporate law, commercial contracts and emerging growth companies, and mergers and acquisitions. He also advises investors and funds on fund formation and federal and state securities law compliance.
CHARLES E. TOOMBS is the update author of chapter 5, “Planning General Partnerships,” chapter 6, “General Partnership Agreements,” and chapter 13, “Taxation of Partnership Income.” Please see his biography in the “About the Authors” section.
