About the Authors
STEVEN R. CHIODINI received his B.A. in 1994, magna cum laude, from Harvard University where he was Phi Beta Kappa. He received a Fulbright Scholarship to Germany in 1994, and earned his J.D. in 1999 from Yale Law School, where he was editor of the Yale Law Journal. Mr. Chiodini, an associate at Adler & Colvin, San Francisco, focuses his practice on the representation of nonprofit and tax-exempt organizations. He is admitted to the bar in both California and New York and is a member of the American Bar Association, the Tax Exempt Organizations Committee of the California State Bar Taxation Section, and the Bar Association of San Francisco. Mr. Chiodini is a co-author of chapter 8.
JAMES K. DYER, JR., received his B.S. in Business Administration from California State University in Sacramento in 1984, and his J.D. from Texas Tech University School of Law in 1990. Mr. Dyer is the Managing Shareholder of the Sacramento office of Buchalter and has more than 25 years of experience as a corporate and bank regulatory lawyer. He is a former Certified Public Accountant and is admitted to practice in the states of California, Texas, and Alabama. He has served as a member of both the Corporations Committee and the Agribusiness Law Committee of the California State Bar Business Law Section. His practice emphasizes banking, corporate, and intellectual property law. Mr. Dyer is a co-author of chapter 7.
JAMES F. FOTENOS received his A.B. with distinction from Stanford University in 1968, his M.B.A. from Stanford Business School in 1971, and his J.D. from Stanford School of Law in 1971, where he was selected for the Order of the Coif. Mr. Fotenos has served as a member and Treasurer of the Executive Committee of the Business Law Section of the California Lawyers Association and as Chair of the Partnership Committee of the Business Law Section. He was the primary draftsman of legislation that added merger and dissenters’ rights provisions to the California Revised Limited Partnership Act. He served as Chair of the LLC Working Group of the Business Law Section, which sponsored legislation enacting a limited liability company statute in California. Mr. Fotenos also served as a member of the California State Senate (Killea) Commission on Corporate Governance, Shareholder Rights, and Securities Transactions and was an advisor to the drafting committee of the National Conference of Commissioners on Uniform State Laws, which prepared the Uniform Partnership Act of 1994. Mr. Fotenos is with the firm of Fox Rothchild LLP, San Francisco; his practice concentrates on corporate, securities, and pass-through entity law. He is a frequent lecturer on partnerships and LLCs and has written several articles on entity issues for CEB business law publications. Mr. Fotenos is a co-author of chapter 7.
APRIL FRISBY is of counsel in the Newport Beach office of Newmeyer & Dillion LLP. Her practice includes securities, business transactions, corporate law, and estate planning and administration. Ms. Frisby provides advice on capital formation, business strategy, and legal matters to entities and business professionals. She received her B.A. from the University of California, Irvine, and her J.D., summa cum laude, from Whittier Law School, where she ranked first in her class. Ms. Frisby has taught law school as an adjunct law professor at two accredited law schools in the areas of legal writing and research, contracts drafting, securities regulation, and wills and trusts. She was Editor in Chief for the State Bar of California’s Business Law News, was a member of the Executive Committee of the Business Law Section, and also served as Vice-Chair of Programs and Publications for the section. Ms. Frisby is a co-author of chapter 2A.
DAVID A. LEVITT is a principal with the San Francisco law firm of Adler & Colvin, which specializes in the representation of nonprofit organizations and their donors. His focus includes the representation of nonprofit and tax-exempt organizations, with an emphasis on nonprofit corporate governance, social enterprise, and program-related investments. He received his B.A. in 1993 from Cornell University and his J.D., cum laude, in 1996 from Harvard Law School. He is a former officer of the Exempt Organizations Committee of the American Bar Association Taxation Section, as well as Secretary and Vice Chair of the San Francisco Chapter of the Social Enterprise Alliance. He has spoken and published widely on tax-exempt organizations law and has served as an Adjunct Professor at the University of San Francisco. Mr. Levitt is a co-author of chapter 8.
THOMAS A. MAIER received his B.A. in 1976 from Southern Illinois University, his J.D. in 1979 from the University of California, Berkeley, School of Law, and his LL.M. in 1980 from New York University Law School. A partner at Futterman & Dupree LLP, San Francisco, he specializes in general business and tax law. Mr. Maier is a member of the California Bar Association, the International Fiscal Association, the San Francisco Bar Association, and the Alameda County Bar Association. He has served as an Adjunct Lecturer at Golden Gate University, San Francisco, a presenter at University of California, Berkeley, School of Law, co-chair of the East Bay Tax Club, and chair of the Alameda County Bar Association Section on Business. Mr. Maier is an update co-author of chapter 6.
KEITH W. McBRIDE received his B.S. in 1966 and his M.A. in 1967 from the University of California, Davis, and his J.D. in 1973 from the University of California, Davis, School of Law. He is of counsel to Diepenbrock Elkin LLP. His practice is devoted to a general business representation of his clients, with an emphasis on securities law compliance issues. He is also a frequent contributor to CEB’s California Business Law Reporter and panelist at CEB programs. Mr. McBride is the original author of chapters 1, 2, and 3–5.
DEBRA NICHOLSON received her B.A. from Stanford University and her J.D. from the University of Virginia School of Law. She began her law career with Pillsbury, Madison & Sutro in San Francisco. In 1989, she established a small business planning and estate planning law practice in Tahoe City. She continues a solo practice there today. Ms. Nicholson is a member of the State Bar of California (admitted 1984) and the State Bar of Nevada (admitted 1991). She has lectured on small business planning topics and estate planning topics to various organizations. She is a past president and board member of the Tahoe Truckee Bar Association. Ms. Nicholson is the original author of chapter 6.
LAYTON L. PACE is a tax and closely held business attorney based in Southern California. His practice is divided between business structuring and other tax planning, and resolving tax controversies with federal, state, and local taxing agencies. Mr. Pace received his B.A. in business administration (accounting concentration) from the University of Washington in 1980, and his J.D., cum laude, in 1987 from the University of California, Hastings College of Law. In 2008 he received the V. Judson Klein Award, an annual award presented by the Taxation Section of the California State Bar. Mr. Pace has served on the executive committees and as chairs of the corporate and pass-through committees of the Taxation Sections of the State Bar of California and the Los Angeles County Bar Association. He also has served on the Partnership and Limited Liability Company Committee of the Business Law Section of the California State Bar. Mr. Pace speaks and writes frequently on choice of entity, S corporation, partnership, limited liability company, and other tax and non-tax issues. He is a co-author of chapter 2A.
TIMOTHY J. REIMERS received his B.A. from the University of California, Riverside, in 1998 and his J.D. from the University of Connecticut School of Law in 2001. He is a member of the American Bar Association, Real Property, Probate and Trust Section; and the American Bar Association Securitization and REIT Section. He is a co-author of chapter 1A.
STEVEN H. ZIDELL is a partner at Wolf, Rifkin, Shapiro, Schulman & Rabkin, LLP, in Los Angeles. Mr. Zidell has published several articles on real estate and business law topics. Mr. Zidell has been awarded an AV rating from Martindale-Hubbell. He received his B.A. in 1982 from the University of California, Los Angeles, where he graduated summa cum laude and Phi Beta Kappa, and his J.D. in 1985 from the University of California, Los Angeles, School of Law, where he served as editor-in-chief of the UCLA Journal of Environmental Law and Policy. Mr. Zidell is a member of the Real Property Section of the State Bar of California and the Los Angeles County Bar Association, and the Vice President of Membership for the UCLA Ziman Real Estate Alumni Group. He was a licensed real estate broker from 1991–2007 and has served as chair of the San Fernando Valley Association of Realtors Multi-Cultural Committee. He has been a consultant for CEB books. Mr. Zidell specializes in transactional real estate law and has significant experience in corporate transactions and the formation of corporations and limited liability companies. Mr. Zidell is a co-author of chapter 1A.
About the 2023 Update Authors
JAMES ANDREW CAPRILE is a shareholder at Buchalter in Sacramento. He has practiced health care law for over 35 years, with an emphasis on representing health care providers in business transactions and regulatory compliance, including forming and advising professional corporations on their corporate and professional requirements. He negotiates contractual and joint venture relationships on behalf of providers with hospitals, health systems, ambulatory surgical centers, independent practice associations, and private equity firms, and also advises on Stark Law and anti-kickback compliance. He received his B.S. in accounting, summa cum laude, from California State University at Northridge in 1981, and his J.D. from the University of California, Hastings College of the Law, magna cum laude, in 1985. Mr. Caprile passed the CPA exam and practiced as an accountant before and during law school. Mr. Caprile coordinated the updates to, and is an update co-author of, chapter 6.
ANNA CRIVELLI is an attorney with Buchalter in Sacramento, where she specializes in corporate and banking law. Her practice focuses on organizing, structuring, and documenting legal entities and addressing their corporate governance, shareholder relations, and other corporate needs. She also advises businesses and financial institutions on compliance with consumer finance laws and regulations and handles bank regulatory matters. Ms. Crivelli received her B.A., summa cum laude, from California Polytechnic State University in San Luis Obispo, and her J.D. from the University of California, Berkeley, School of Law. Ms. Crivelli is an update co-author of chapter 7.
JAMES K. DYER, JR., is an update co-author of chapter 7. See his biography in the About the Authors section of this book.
ANDREW L. GRADMAN advises clients on income tax and estate planning. Before opening the Law Office of Andrew L. Gradman in Los Angeles, he worked in government, first at the U.S. Attorney’s Office and later as a staff attorney at the Ninth Circuit Court of Appeals, as well as at a midsize Los Angeles firm. He 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 is the update author of chapter 2A.
MARK T. HIRAIDE is a partner with Mitchell Silberberg & Knupp LLP in Los Angeles, where he practices securities and corporate law. He counsels public and private companies and their boards of directors, including special committees and senior management, on issues including corporate governance, discharge of fiduciary duties, corporate financing transactions, and state and federal securities law compliance. He has authored numerous articles and is a co-author of the legal treatise, Representing Start-Up Companies (Thomson Reuters, 2021), the author of Crowdfunding: Practical Guide on the SEC’s Final Rules for Raising Capital (LegalWorks 2016), and a primary contributor to the 2005 Report, Corporations Committee, State Bar of California, Business Law Section, Legal Opinions in Business Transactions (Excluding the Remedies Opinion) (2005, rev’d 2007). He received his J.D. from the University of Southern California Gould School of Law. Mr. Hiraide is the update author of chapter 4.
GERALD S. JANOFF is a senior counsel at Buchalter in Los Angeles. Mr. Janoff’s practice involves advising public and private companies and individual clients on tax, corporate, and structuring aspects of (1) mergers, acquisitions, and dispositions; (2) partnerships, LLCs, and joint ventures; (3) start-up and business formation planning; (4) private equity transactions; (5) real estate transactions; (6) public and private offerings and restructurings of debt, equity, and hybrid securities; (7) complex financing and lending transactions; (8) international and cross-border transactions, and (9) licensing and entertainment transactions. Mr. Janoff earned his LL.M. in Taxation from New York University in 1997, and his J.D., magna cum laude, from Tulane University Law School in 1996. While attending Tulane Law School, Mr. Janoff was managing editor of, and published three articles in, the Tulane Law Review, and was a member of the Order of the Coif. He earned his B.A. in political science from the University of California, San Diego, in 1993. Mr. Janoff is an update co-author of chapter 6 with respect to taxation issues.
JENNI KRENGEL is a shareholder at Buchalter in Sacramento and San Francisco, and is chair of Buchalter’s Employee Benefits and Executive Compensation Practice Group. She advises clients on design, compliance, and operation of qualified retirement plans, health and welfare plans, and nonqualified plans. Ms. Krengel also assists client on executive compensation arrangements, including guidance under IRC §§409A, 457, and 280G, as well as benefits and compensation issues in corporate transactions. She has particular expertise representing public employee retirement systems, and is widely regarded for her work as tax counsel to public pension plans across the country. Ms. Krengel earned her J.D. from University of California, Davis, School of Law, and her B.A. from Emory University. Ms. Krengel is an update co-author of chapter 6.
KIRK MOON is an associate at Hahn & Hahn LLP in Pasadena. His practice includes business transactions, corporate law, real estate, and health care. Mr. Moon provides advice to entities and business professionals regarding business strategy, legal matters, acquisitions and sales of real estate, and regulatory matters in the health care industry. He received his B.A. from the University of California, Davis, and his J.D. from the University of San Diego, School of Law. Mr. Moon is the update author of chapters 2 and 3.
ANNA G. THOMAS is an attorney at Buchalter in Sacramento, where she practices corporate and health care law. Ms. Thomas advises companies on corporate and transactional matters, including mergers and acquisitions and joint ventures. She also advises health care entities regarding regulatory compliance and the licensing and accreditation process, including the Knox-Keene Health Care Service Plan Act (Health & S C §§1340–1399.874), and health care facility licensure. Ms. Thomas received her undergraduate degree from the University of California, Berkeley, and her law degree from the University of California, Davis, School of Law. Ms. Thomas is an update co-author of chapter 6.
