Michael Sherman - Stubbs Alderton & Markiles, LLP

Stubbs Alderton & Markiles, LLP is pleased to announce that eight lawyers have been named to the 2020 Southern California Super Lawyers. Super Lawyers is a rating service of outstanding lawyers from more than 70 practice areas who have attained a high-degree of peer recognition and professional achievement. The patented selection process includes independent research, peer nominations and peer evaluations.

Super Lawyers Magazine features the list and profiles of selected attorneys and is distributed to attorneys in the state or region and the ABA-accredited law school libraries. Super Lawyers is also published as a special section in leading city and regional magazines across the country. Lawyers are selected to a Super Lawyers list in all 50 states and Washington, D.C.

Stubbs Alderton & Markiles, LLP would like to congratulate the following attorneys named to the 2020 Super Lawyers list –

Greg Akselrud is a founder and Partner of the firm and a member of the firm’s executive committee. He Chairs the firm’s Internet, Digital Media and Entertainment Practice group. Greg advises clients across a wide range of industries, including companies in the entertainment, digital media, Internet, technology, software, mobile, venture capital and consumer electronics industries.

Scott Alderton is a founding partner of the Firm, Managing Partner, and a member of the Firm’s Executive Committee. Scott is co-chair of the Firm’s Venture Capital and Emerging Growth Practice Group and chair’s the Firm’s Interactive Entertainment and Video Games Group. Scott advises both public and private clients across a number of industries, including technology, manufacturing and distribution of goods in commerce, finance, the Internet, interactive video games, and new media industries.

Heather A. Antoine is a Partner and Chair of the Firm’s Trademark & Brand Protection practice and Co-Chair of the Privacy & Data Security practice group. Heather’s practice focuses on protecting a company’s intellectual property; a fundamental feature of every business. Heather’s practice includes trademark clearance and selection, domestic and foreign trademark prosecution, enforcement, proceedings before the Trademark Trial and Appeal Board (TTAB), licensing, trade secret protection, copyright, rights of publicity, domain names disputes, and general client counseling.

Kevin D. DeBré is the chair of the Firm’s Intellectual Property & Technology Transactions Practice Group. Kevin advises entrepreneurs and companies that use intellectual property to build their businesses. Kevin has particular expertise in structuring and negotiating technology commercialization and patent licenses, strategic alliances, research and development collaborations, trademark licensing and brand merchandising agreements and manufacturing, distribution and marketing arrangements. He also counsels clients on compliance with data security and privacy laws and regulations.

Jeffrey Gersh is a Partner of the Firm in the Business Litigation Practice. He has litigated, arbitrated, or mediated complex business and commercial matters, for both plaintiffs and defendants, whether individuals, public or private corporations, partnerships, limited liability companies and/or its members, shareholders and partners, involving various types of disputes, including contract matters, trade secrets, intellectual property (trademarks, copyrights and trade dress) negligence and fraud, employment, real estate, license agreements, the apparel and garment industry, and general business matters.

Crystal Jonelis is Senior Counsel in the Firm’s Business Litigation Practice. Crystal is well-versed in all aspects of business and commercial litigation, having overseen numerous cases from inception to winning verdicts (and even the subsequent winning appeals). However, her primary focus is in the area of entertainment and media litigation, with particular emphasis in the anti-SLAPP arena.

Daniel Rozansky is a Partner of the Firm in the Business Litigation Practice. Dan concentrates his practice on entertainment, privacy, First Amendment and complex business and real estate disputes. Dan’s areas of focus are entertainment finance, anti-SLAPP motions, unfair competition, trade secrets, intellectual property, surreptitious tape recording, reality television, profit participation, rights of privacy and publicity, real estate, partnership disputes and First Amendment issues. He represents clients both at the trial and appellate levels in state and federal court on a wide array of issues.

Michael Sherman is an accomplished trial lawyer in high-stakes, “bet-the-company” litigation, and has represented both large and early-stage companies as well as entrepreneurs in all facets of business and complex commercial litigation. He has evenly split his litigation practice on both the plaintiff and defense side of cases, has first-chaired numerous trials in complex matters in industries as varied as energy, securities, healthcare, environmental, consumer products, technology, project development/finance, advertising, real estate and apparel, and is highly skilled in class actions and unfair competition law.

The halcyon days of start-up companies and the venture community attraction to them hit a hard stop as the COVID-19 lock down spread across the U.S. earlier this year. As the first half of 2020 nears an end – and in the wake of COVID-19 restrictions and the civil unrest our country has recently faced – many companies and their board members are faced with difficult strategic decisions and are confronting the potential for unprecedented corporate action. The financial distress that has now been wrought upon the start-up community has led many businesses to operate well below pre-pandemic budgets and forecasts, and in many instances in or near (sometimes referred to as reaching the “zone of”) insolvency. Many directors are facing pressure to take extraordinary steps to enable their company to access capital or pursue business strategies that were unthinkable just a few months ago, in some instances simply to keep the lights on and try to “live to see another day.”

Individuals join boards of directors of start-ups for a number of reasons, often as founders or operators, as a VC fund or private equity fund representative designated as a result of an earlier funding round, and/or due to industry-specific background relevant to the start-up. Creditors of all stripes have the ability to negotiate payment terms binding the organization, and covenants (including implied covenants of good faith) are indisputably owed to creditors.

While the allure of frothy valuations may have motivated directors and officers to join a start-up, in the wake of COVID-19, many of these individuals now find themselves unexpectedly preparing for an entirely different reality and asking the question: When might a director of a struggling business become personally liable for the debts of the business? Under both California and Delaware law, insolvency is the starting point of the analysis as it respects creditors.

Directors Owe a Duty of Care and Loyalty to the Corporation and its Shareholders

As a general proposition, both directors/officers, as well as member/managers (in the LLC context) (collectively referred to as “directors” for purposes of this article) of Delaware and California corporations, owe two basic fiduciary duties to the entity and its owners (shareholders, members, partners – these terms used here interchangeably)—the duty of care and the duty of loyalty. Directors are subject to these duties regardless of solvency. The duty of loyalty requires that directors act in the best interests of the corporation and its shareholders. Directors cannot use their position of trust and confidence to further their individual interests (or the interests of other constituencies), at the expense of the corporation’s best interests. The duty of care requires that directors consider all material information reasonably available in making business decisions and use the level of care that an ordinarily careful and prudent director would use in similar circumstances.

During these unprecedented times, the duties of directors may well be extraordinarily strenuous and prompt directors to consider whether they should resign. While directors are generally free to resign as they wish, under certain circumstances, resignation does not come with impunity. Directors can face personal liability to the corporation and its shareholders if their resignation amounts to a breach of their fiduciary duties. In one case, for example, directors were tangled in litigation because they resigned from the company’s board after learning that one of the directors stole assets “from under them”. The directors’ resignation left the company in the control of the principal suspected wrongdoer. The court found that such resignation was not free from impunity (at least at the outset of the litigation).1

The violation of either of those duties of care or loyalty may result in shareholders bringing either direct claims, or derivative claims on behalf of the entity against the directors for redress. By asserting direct claims, shareholders assert that the stewards of the business harmed the owners directly; whereas, by asserting derivative claims, shareholders assert that the directors’ breaches harmed the corporation, essentially all owners in the same fashion. Directors most commonly defend against such claims by asserting the business judgment rule, which creates a presumption that directors’ decisions are based on sound business judgment. The business judgment rule, though, is not fail-safe.

In attempting to weather the economic storm, directors should not forget about another key constituency: Creditors. When a Delaware or California corporation becomes insolvent, in certain limited instances, creditors may have grounds to sue directors, personally – that is, when directors violate their duty of loyalty and/or care.2

To maintain a lawsuit against directors, creditors must establish that the corporation was insolvent at the time of the directors’ alleged wrongful conduct, as opposed to the business being in the “zone” of insolvency (i.e., a concept that had at one point been in judicial favor, in Delaware, however, has been expressly repudiated as a dividing line). Many startups and venture-capital-backed businesses often operate in their early growth stage with tight cash flow, little revenue, and fluctuating valuations; however, these factors which may lead the business to a “zone” of insolvency are insufficient to trigger director liability. This winds up being a “double-edged sword” as circumstances often do not clearly spell out in a binary fashion, solvent/insolvent – with the vagueness resulting in the potential for a delay in the recognition that insolvency has in fact occurred.

Creditors most commonly establish that the corporation is insolvent by demonstrating that, at the time of the challenged conduct (1) the corporation’s liabilities exceed its assets or (2) the corporation is unable to pay its debts as they come due. As any finance major will tell you, either of these standards is elastic; e.g., are “stretching” payables to trade creditors not “paying debts as they come due,” or what about that great IP that has not yet fully commercialized and been shown on the company balance sheet at its “market value” though in an instance where a lot of debt was piled on to create that same IP?

When a corporation becomes insolvent under Delaware law, creditors (whether secured or unsecured creditors, bondholders, or any other lienholder) have standing to assert breach of fiduciary duty claims against the directors on behalf of the corporation, the reasoning being that interests of stockholders become subordinate to creditors. Plainly stated, and bankruptcy issues to the side, once the corporation becomes insolvent, creditors may file a derivative lawsuit on behalf of the corporation for breach of fiduciary duties against directors, personally.

It is important to note that, while creditors of Delaware corporations can bring derivative actions against directors, creditors of Delaware limited liability companies or limited partnerships cannot bring any such derivative action.3

By comparison to Delaware law, when a corporation or LLC becomes insolvent under California law, creditors cannot assert derivative breach of fiduciary duty claims on behalf of the corporation (or LLC) against directors (or members of the LLC).4

As a practical matter, however, this distinction between California law and Delaware law is largely meaningless. To explain, while creditors of an insolvent California corporation cannot file breach of fiduciary duty claims against the directors, California recognizes the “trust fund doctrine” (which may result in the imposition of a constructive trust of the insolvent corporation’s assets for the benefit of creditors).5 In asserting the trust fund doctrine, creditors may sue directors if the facts establish that the directors diverted, dissipated, or unduly risked the insolvent corporation’s assets, and the duties created require directors to take creditor interests into account, in decision-making. Thus, while California’s “trust fund doctrine” is technically not a breach of fiduciary duty claim, it is effectively ‘a rose by another name’ – i.e., another theory under which creditors can assert to hold directors personally liable for mismanaging assets of insolvent corporations.

Especially in these perilous times, directors/managers of California and Delaware business entities should take care to consider the implications of their actions on the entity’s creditors, and should be sensitized to creditors’ availability of claims against them — even if the directors/managers did not have any direct dealings with the creditors.

For example, one group of creditors may include the employees of a business who have claims against the business for unpaid wages and salary. More specifically, California employees — without claiming any breach of a fiduciary duty or showing of the company’s insolvency — may assert direct claims of wage and hour violations against those directors who “caused” such violations. In such a situation, the directors could be personally liable for the unpaid wages and salary, in addition to civil penalties. Whether the director “caused” the wage and hour violations depends on the unique circumstances of the director’s involvement (e.g., whether the director acted with awareness of a decision to not pay wages and to instead prefer a different creditor).

Similarly, directors can be liable for unpaid employment taxes if the director is “responsible”, i.e., the director “had a duty to account for, collect, and pay” the taxes (including a person such as a director, with the authority to exercise significant control over a company’s financial affairs) and “willfully” failed to do so.6 Again, the particulars of the director’s involvement and responsibilities will determine whether the director was “responsible” for the company’s payment of the employment tax and “willfully” failed to pay it.

In further analyzing their potential liability to creditors, directors should give thought to additional considerations that may impact the analysis, including the governing law (e.g., while directors may be operating the business in California, the corporate bylaws may require the application of Delaware law). To minimize exposure to personal liability, directors should be aware of the substance of the corporate governance documents, regularly assess the corporation’s financial position, and seek guidance from other directors and professionals, as appropriate.

While a director’s duties and obligations depend on the specific facts and applicable law, directors of (potentially insolvent) companies should consider the following measures to minimize exposure to equity holders and, in certain situations, creditors:
• Obtain Information about the Corporation’s Financial Performance. This would oftentimes require consultation with the CFO and outside accountants. Arguably, when in doubt about solvency/insolvency, prudence may lead to a conclusion of insolvency.
• Make Informed Decisions. Clearly this requires active engagement in the decision-making process and obtaining needed information and consultation with others, both inside the organization, and outside (accountants and legal counsel). Recognition of transactions that involve conflicts of interest of interested parties is important. Similarly, the use of a special committee of the Board may be appropriate in focusing on solvency issues.
• Document the Board’s Decision-Making Process. The board should obtain all relevant information in writing, and questions, objections, inquiries, board meetings and other communications should be recorded.
• Consider Obtaining D&O Insurance and Director Indemnification
Agreements. While expensive, directors may mitigate potential liability by purchasing D&O insurance and seeking indemnity from the company, as long as the insurance and indemnity agreements are in place before the occurrence of the board decision triggering a shareholder or creditor claim. Care should be taken in the review of the insurance policy, in advance, to provide comfort that the policy provides coverage for breach of fiduciary duty claims of this nature. While having D&O insurance may be attractive to creditors looking for deep pockets (i.e., the insurance carrier’s pockets) and could also create the unintended consequence of encouraging litigation against the directors personally, the D&O policy is intended to shield the director – who is likely not judgment proof – from personal liability. The D&O insurance should be reviewed carefully because some policies include contract or insolvency exclusions that may bar coverage for claims from creditors. Directors may consider seeking express contractual indemnity from the VC-fund or private equity sponsors, as well, entities presumptively with greater creditworthiness than the subject entity.

Ultimately, director liability will depend on the unique circumstances of the case, including whether the director put his or her own interests before that of the company, and whether the company was solvent during the transaction or board decision at issue. While this analysis can be complicated and ambiguous, directors and LLC managers looking to limit their potential liability to creditors (and others) should let the following precept guide their conduct: Always act in the best interests of the business entity including all creditor constituencies, without preference to any.

This article was featured on SocalTech.com, to view the article on their site visit here.

For more information about this topic or issues relating to our Business Litigation Practice please contact, Michael Sherman at .

1 See In re Puda Coal, Inc. S'holders Litig., C.A. No. 6476–CS 15–17, Feb. 6, 2013 (Transcript)
2 Quadrant Structured Products Company, Ltd. v. Vertin (Del. Ch. 2015) 115 A.3d 535, 546 (“After a corporation becomes insolvent, creditors gain standing to assert claims derivatively for breach of fiduciary duty.”)
3 CML V, LLC v. Bax (Del. 2011) 28 A.3d 1037, 1043, as corrected (Sept. 6, 2011) (“Only LLC members or assignees of LLC interests have derivative standing to sue on behalf of an LLC— creditors do not.”)
4 See Berg & Berg Enterprises, LLC v. Boyle (2009) 178 Cal.App.4th 1020, 1041 (“there is no
broad, paramount fiduciary duty of due care or loyalty that directors of an insolvent corporation owe the corporation’s creditors solely because of a state of insolvency.”)
5 Id. at 1041 (“the scope of any extra-contractual duty owed by corporate directors to the insolvent corporation's creditors is limited in California, consistently with the trust-fund doctrine, to the avoidance of actions that divert, dissipate, or unduly risk corporate assets that might otherwise be used to pay creditors claims.”)
6 26 U.S.C. § 6672 (“Any person required to collect, truthfully account for, and pay over any tax imposed by this title who willfully fails to collect such tax, or truthfully account for and pay over such tax [. . .] shall, in addition to other penalties provided by law, be liable to a penalty equal to the total amount of the tax evaded, or not collected, or not accounted for and paid over.”)

Stubbs Alderton & Markiles, LLP is proud to announce that two attorneys have been named to the 2020 Edition of Best Lawyers®. Best Lawyers, one of the most valued and respected peer-review publication in the legal field, celebrates its 39th anniversary this year.

Best Lawyer's nomination and selection methodology is based entirely on peer review. It is designed to capture, as accurately as possible, the consensus opinion of leading lawyers about the professional abilities of their colleagues within the same geographical area and legal practice area.

Best Lawyers has published their list for over three decades, earning the respect of the profession, the media, and the public as the most reliable, unbiased source of legal referrals. Best Lawyers peer-reviewed listings are now published in almost 75 countries around the world, and their presence has grown substantially in the international legal community.

Lawyers on the Best Lawyers in America list are divided by geographic region and practice areas. They are reviewed by their peers on the basis of professional expertise and undergo an authentication process to make sure they are in current practice and in good standing.

Stubbs Alderton & Markiles, LLP would like to congratulate the following attorneys named to the 2020 Best Lawyers in America list:

Scott Alderton is a Founding Partner of the Firm, Managing Partner, and a member of the Firm’s executive committee. Scott is also co-chair of the Firm’s Venture Capital and Emerging Growth practice group.

Scott advises clients across a number of industries, including software, technology, digital media, interactive entertainment, and video games, cybersecurity and life sciences.

Scott’s practice focuses on advising early stage to middle-market technology and emerging growth companies in all aspects of capital formation, venture capital and finance, corporate and securities laws, mergers, and acquisitions, high technology, intellectual property, licensing, interactive entertainment and video games, the internet, digital media, manufacturing, and distribution of goods in commerce and commercial contracts. Scott also regularly advises senior executive officers with respect to employment, compensation and equity incentives. Scott is frequently referenced as one of the top “start-up” lawyers in Southern California, and with over thirty years of experience working with technology and emerging growth companies at all stages along their evolutionary path, is sought out for his business as well as legal advice.

Scott is a frequent speaker on matters relating to technology, intellectual property, capital formation, capital raising transactions, and emerging growth companies, and was formerly an adjunct professor of law at Loyola Law school, teaching securities regulation.

Michael A. Sherman brings decades of experience in successfully handling disputes and litigation in an extraordinarily diverse array of industries and businesses. His peers in the legal community describe Michael as the consummate trial lawyer, and he approaches every trial as an opportunity to tell his client’s story, in order to win.

In an era of “specialization” in the legal profession, Michael has been fortunate to maintain a trial, litigation and dispute practice that emphasizes achieving great results for clients in areas as varied as real estate acquisition and development, intellectual property/technology, energy, pharmaceuticals/drug development, securities, healthcare, environmental, consumer products, finance, apparel, and others. Michael excels at guiding clients through the perilous waters of disputes and conflicts in virtually any type of business dispute, and in being expertly skilled in helping clients achieve great results in settlement all the way through trial if required.

Michael founded the firm’s Litigation Practice in 2014 and chairs that practice, and earlier in his career, following graduation with honors from Columbia College and thereafter from University of California Berkeley School of Law (Boalt Hall), he was blessed with extensive on-the-job training from several of the nation’s leading trial lawyers, with multiple opportunities to hone his litigation and trial skills. His creativity, persistence and work ethic led him to partnership at a leading Los Angeles litigation boutique at a young age and subsequently to a prominent partnership position at an international Am Law 100 law firm.

Michael has been recognized as a leading trial lawyer by his peers and regularly featured in the press for some of his significant victories on behalf of clients. He is a past president of the Los Angeles Chapter of the association of business trial lawyers. Michael’s trial skills and courtroom success resulted in his being named to the “Top 100 Lawyers” in California list, published by the Daily Journal newspaper chain. For years he has consistently been named to “Best Lawyers in America” and “Super Lawyers”.

In building the firm’s business litigation practice, Michael has spent considerable time becoming expert in the special needs of business entrepreneurs, in representing “risk-takers” in all facets of disputes involving business formation, capital raising, business operation, and business mergers, acquisitions, and dispositions, as well as business “divorces” and employment disputes of virtually all stripes for both smaller and larger companies including both the prosecution and defense of class actions. As often as he finds himself representing “Goliath” in litigation matters, he equally finds himself representing ‘David”.

For more information on our Business Litigation Practice, contact Michael A. Sherman at .

Stubbs Alderton & Markiles is pleased to announce that Partner and Chair of the Business Litigation Practice, Michael Sherman, has been named to the 2019 LA Business Journal (LABJ) Top Litigators & Trial Lawyers list. The LABJ's first-rate editorial and research teams provide in-depth analyses of the community’s dynamic business and economic scene. Their Lists provide comprehensive data and statistics on top-ranked Los Angeles companies across all industries.

In building the firm’s business litigation practice, Michael has spent considerable time becoming expert in the special needs of business entrepreneurs, in representing “risk-takers” in all facets of disputes involving business formation, capital raising, business operation, and business mergers, acquisitions and dispositions, as well as business “divorces” and employment disputes of virtually all stripes for both smaller and larger companies including both the prosecution and defense of class actions. As often as he finds himself representing “Goliath” in litigation matters, he equally finds himself representing ‘David”.

When not preparing cases for trial and in his “spare time,” Michael is active in the Los Angeles philanthropic community and in Bar activities, and spends time with his wife Stacey of 36 years, his three adult children, and participating in LA City life, the arts, traveling, hiking and indoor cycling.

Stubbs Alderton & Markiles, LLP is pleased to announce that six lawyers have been named to the 2018 Southern California Super Lawyers. Super Lawyers is a rating service of outstanding lawyers from more than 70 practice areas who have attained a high-degree of peer recognition and professional achievement. The patented selection process includes independent research, peer nominations and peer evaluations.

Stubbs Alderton & Markiles, LLP would like to congratulate the following attorneys named to the 2018 Super Lawyers list –

Jeff Gersh is a Partner of the Firm. He has litigated, arbitrated, or mediated complex business and commercial matters, for both plaintiffs and defendants, whether individuals, public or private corporations, partnerships, limited liability companies and/or its members, shareholders and partners, involving various types of disputes, including contract matters, trade secrets, intellectual property (trademarks, copyrights and trade dress) negligence and fraud, employment, real estate, license agreements, the apparel and garment industry, and general business matters.

Joe Stubbs is a founding partner of the Firm, and a member of the Firm’s Executive Committee. He is co-chair of the Firm’s Venture Capital and Emerging Growth Practice Group, and of the Firm’s Mergers and Acquisitions Practice Group. Joe practices in the areas of corporate and securities law, emphasizing the corporate representation of both publicly-held and privately-held emerging growth and middle-market companies, venture capital and private equity firms, angel investment groups and investment banks.

The official Super Lawyers 2018 publication can be read in its entirety here.

For more information about Stubbs Alderton & Markiles, contact Heidi Hubbeling at or (310) 746-9803.

Stubbs Alderton & Markiles, LLP is pleased to announce that six lawyers have been named to the 2017 Southern California Super Lawyers. Super Lawyers is a rating service of outstanding lawyers from more than 70 practice areas who have attained a high-degree of peer recognition and professional achievement. The patented selection process includes independent research, peer nominations and peer evaluations.

Stubbs Alderton & Markiles, LLP would like to congratulate the following attorneys named to the 2017 Super Lawyers list -

Jeffrey F. Gersh is a Partner of the Firm. He has litigated, arbitrated, or mediated complex business and commercial matters, for both plaintiffs and defendants, whether individuals, public or private corporations, partnerships, limited liability companies and/or its members, shareholders and partners, involving various types of disputes, including contract matters, trade secrets, intellectual property (trademarks, copyrights and trade dress) negligence and fraud, employment, real estate, license agreements, the apparel and garment industry, and general business matters.

For more information about Stubbs Alderton & Markiles, contact Heidi Hubbeling at or (310) 746-9803.

Stubbs Alderton & Markiles, LLP is proud to announce that four of their attorneys have been listed in the 2016 Southern California Super Lawyers edition. Congratulations to Scott Alderton, Joe Stubbs, Kevin DeBré, and Michael Sherman.

What is Super Lawyers? Super Lawyers is a rating service of outstanding lawyers from more than 70 practice areas who have attained a high-degree of peer recognition and professional achievement. The selection process includes independent research, peer nominations and peer evaluations. To view the digital publication, click here.

Scott Alderton - a founding partner of the Firm, Managing Partner, and a member of the Firm’s Executive Committee. Scott is co-chair of the Firm’s Venture Capital and Emerging Growth Practice Group and chair’s the Firm’s Interactive Entertainment and Video Games Group. Scott advises both public and private clients across a number of industries, including technology, manufacturing and distribution of goods in commerce, finance, the Internet, interactive video games, and new media industries.

Joe Stubbs - Joe Stubbs is a founding partner of the Firm, and a member of the Firm’s Executive Committee. He is co-chair of the Firm’s Venture Capital and Emerging Growth Practice Group, and of the Firm’s Mergers and Acquisitions Practice Group. Joe practices in the areas of corporate and securities law, emphasizing the corporate representation of both publicly-held and privately-held emerging growth and middle-market companies, venture capital and private equity firms, angel investment groups and investment banks. He acts as outside general counsel to numerous emerging growth and technology companies, advising on a wide range of legal and strategic issues at all stages of their evolutionary path. He particularly concentrates on advising companies in preparing for and successfully completing their angel, venture capital, private equity and debt financing transactions, their merger, acquisition and divestiture transactions and their initial and follow-on public offerings. He also serves as outside general counsel to various publicly-held companies, providing advice on all aspects of their business activities, including securities law compliance and corporate governance matters. His experience also includes corporate partnerships, restructurings and technology licensing.

Kevin DeBré - Kevin D. DeBré is the chair of the Firm’s Intellectual Property & Technology Transactions Practice Group. Kevin advises entrepreneurs and companies that use intellectual property to build their businesses. Kevin has particular expertise in structuring and negotiating technology commercialization and patent licenses, strategic alliances, research and development collaborations, trademark licensing and brand merchandising agreements and manufacturing, distribution and marketing arrangements. He also counsels clients on compliance with data security and privacy laws and regulations. Kevin is a business lawyer, a registered patent lawyer and a former engineer. He focuses on representing software companies, semiconductor design firms, mobile commerce businesses, e-commerce enterprises, electronics and hardware manufacturers, media companies, content developers and publishers, biotechnology companies and medical device manufacturers both in the United States and abroad.

Michael Sherman - Michael Sherman is a Partner of the Firm and Chair of the Business Litigation practice group. Michael is an accomplished trial lawyer in high-stakes, “bet-the-company” litigation, and has represented both large and early-stage companies as well as entrepreneurs in all facets of business and complex commercial litigation. He has evenly split his litigation practice on both the plaintiff and defense side of cases, has first-chaired numerous trials in complex matters in industries as varied as energy, securities, healthcare, environmental, consumer products, technology, project development/finance, advertising, real estate and apparel, and is highly skilled in class actions and unfair competition law. Michael’s trial skills and courtroom success resulted in his being named several years ago to the “Top 100 Lawyers” in California list, published by the Daily Journal newspaper chain. He has consistently been named to “Best Lawyers in America”. Michael has been recognized as a leading trial lawyer by his peers and featured in the press for some of his significant victories on behalf of clients. He is a recent past president of the Los Angeles Chapter of the Association of Business Trial Lawyers. He is a frequent speaker and writer on business litigation and trial advocacy.

For more information about Stubbs Alderton & Markiles, contact Heidi Hubbeling at or (310) 746-9803.

Los Angeles, CA (March 11, 2014) – Stubbs Alderton & Markiles, LLP, Southern California’s leading business law firm, has announced that nationally recognized litigator Michael Sherman has joined the firm as a partner in its Sherman Oaks office. Mr. Sherman will lead the firm’s newly-created Business Litigation practice group.

Michael Sherman is an accomplished trial lawyer in high-stakes, “bet-the-company” litigation, and has represented both large and early-stage companies as well as entrepreneurs in all facets of business and complex commercial litigation. He has evenly split his litigation practice on both the plaintiff and defense side of cases, has first-chaired numerous trials in complex matters in industries as varied as securities, healthcare, environmental, consumer products, technology, project development/finance, advertising, real estate and apparel, and is highly skilled in class actions and unfair competition law. Michael’s trial skills and courtroom success resulted in his having been named to the “Top 100 Lawyers” in California list, published by the Daily Journal newspaper chain.

“Stubbs Alderton & Markiles has been planning to expand our capabilities by creating a vibrant business litigation practice, and we could not be more excited about having someone of Michael’s stature joining us to do so. We have worked closely with Michael for many years, often referring our most important litigation matters to him at Bingham McCutchen. Michael is one of the best litigation attorneys in Los Angeles, and together we are going to build a general litigation practice that is as dynamic, efficient and effective as the transactional practice we have built over the last 12 years.”

The addition of the Business Litigation practice group continues the firm’s strategic expansion in the Southern California market, following the opening of their Santa Monica office and addition of a Brand Development and Content Protection practice in 2012 and 2013, respectively.

“Southern California is one the world’s largest economies. Its business life-blood is entrepreneurs and start-ups that have grown to become many of the world’s leading businesses. The partners of Stubbs Alderton & Markiles know that as well as any lawyers. Managing disputes efficiently and strategically is on occasion the key to success, and that’s what I bring to the Firm. I’m very excited to participate in the Firm’s continued success.”

Michael has been recognized as a leading trial lawyer by his peers and featured in the press for some of his significant victories on behalf of clients. He is a recent past president of the Los Angeles Chapter of the Association of Business Trial Lawyers. He is a frequent speaker and writer on business litigation and trial advocacy, and has consistently been named to “Best Lawyers in America” in the field of commercial litigation.

Also joining the firm is David Gubman, a seasoned business litigation attorney. David will join the firm as of counsel in its Sherman Oaks office. David has big-firm experience and he and Michael have successfully tried cases together.

The Firm’s litigators have significant depth and breadth of resources and a detailed knowledge of clients’ industries and business concerns. In providing the best possible representation, our litigators appreciate that on occasion disputes may need to be tried to a judge, jury or arbitrator, and that in other instances the client is best served with an early resolution that is designed to preserve business relationships and minimize expense and litigation distraction.

Our litigators have a proven track record for analyzing complex legal and business challenges. Our attorneys are experienced, innovative and aggressive in their pursuit of strategic outcomes.

Our litigation clients include household name Fortune 500 companies along with middle market, and emerging growth companies. We seek to make long term relationships with our clients throughout their evolutionary path. We deliver efficiency and value to every client we serve through a well-defined budget and clear communication about their case.

Stubbs Alderton & Markiles, LLP is a business law firm with robust corporate, public securities, mergers and acquisitions, intellectual property and business litigation practice groups focusing on the representation of venture backed emerging growth companies, middle market public companies, large technology and Internet companies, entertainment, video games and digital media companies, investors, venture capital funds, investment bankers and underwriters. The firm’s clients represent the full spectrum of Southern California business with a concentration in the technology, entertainment, video games, apparel, consumer electronics and medical device sectors. The firm’s mission is to provide technically excellent legal services in a consistent, highly-responsive and service-oriented manner with an entrepreneurial and practical business perspective. These principles are the hallmarks of the firm. For more information, please visit www.stubbsalderton.com