Strategic Legal Support for Businesses with California and Federal Law Matters Nationwide
When legal disputes threaten your business’s leadership, finances, or reputation, clarity and preventive action matter most.
We help California corporations, executives, and shareholders in complex litigation involving governance breakdowns, gross mismanagement, financial misconduct, investor fraud, breach of fiduciary duty, corporate waste, and more.
Jay represents California businesses, shareholders, and other stakeholders in litigation, mediation and pre-litigation dispute resolution, including:
Accounting fraud and inadequate internal controls
Corporate takeovers and hostile acquisition defense
Shareholder derivative actions and breach of fiduciary duty
Board entrenchment and governance breakdowns
Executive compensation disputes and severance litigation
Internal audit failures
We can assist companies in sensitive matters involving:
Internal investigations triggered by employee reports, audits, whistleblowers, or management concerns
Governance failures and breakdowns in oversight
Compliance audits and risk assessments
Jay has represented investors in corporate litigation involving a variety of federal statutes and agency investigations involving the following:
Federal Antitrust law violations
False Claims Act breaches
Foreign Corrupt Practices Act (FCPA) failures
Anti-Money Laundering (AML) allegations
SEC enforcement and securities fraud claims
Vehicular and aeronautical safety violations
Jay's approach is preventive, strategic, and always grounded in the facts. He works with in-house counsel, compliance officers, and outside advisors to protect business continuity and reputational integrity.
Suspected financial misconduct--like embezzlement or accounting fraud--often requires immediate action. Legal counsel can help initiate internal investigations, preserve evidence, assess whether civil litigation or regulatory reporting is appropriate, and take steps to negotiate a potential out-of-court resolution.
Yes. Ownership disputes over scripts, footage, royalties, or licensing often involve contract interpretation and copyright law. We help creatives and producers resolve these conflicts through negotiation or litigation.
Red flags include unexplained spikes in revenue or losses, vague journal entries, missing documentation, override of internal controls, lax or nonexistent oversight, and bloated liabilities or accounts receivable. Legal teams often work with forensic accountants to uncover and litigate fraud.
A shareholder derivative lawsuit is a lawsuit filed by one or more shareholders on behalf of the corporation, usually against its directors or officers accused of harming the company. Common claims include breach of fiduciary duty, corporate waste, or misappropriation of assets.
Board entrenchment occurs when directors seek to stay in power by resisting accountability or depriving shareholders of their rights. Legal remedies may include fair elections, derivative suits, inspecting corporate books and records, or enforcement of governance rights under the applicable law.
Target companies might use legal strategies like poison pills, staggered boards, or litigation to resist unwanted acquisitions. We can help boards or shareholders assess fiduciary duties and respond strategically to takeover threats.
Maybe. You might have a breach of contract claim if severance, bonuses, or equity were not delivered as promised under a contract properly approved by the board. We review agreements and can help officers, boards, and investors navigate executive compensation disputes.
Breakdowns often stem from lack of oversight, conflicts of interest, a failure to document policies and practices, and involvement with the wrong people. These issues can lead to litigation, regulatory scrutiny, or shareholder unrest. Legal guidance can help restore compliance and trust.
Mediation offers a confidential, cost-effective way to resolve disputes without litigation. It’s especially useful in closely held corporations where relationships and reputations matter. Jay guides clients through structured negotiation and resolution.
If internal controls are weak or ignored, your company may be exposed to fraud or regulatory violations. Legal counsel can help assess risk, recommend corrective measures, prepare for potential litigation or enforcement, and sometimes assist the client with self-reporting to regulators.

Jay Razzouk,
Attorney at Law
San Bernardino, CA 92408
Services
Business Purchase & Sale
Other
Proudly serving areas of Loma Linda, Redlands, Colton, San Bernardino County, Riverside County, Los Angeles County, Orange County, San Diego County, San Francisco Bay Area, and throughout the State of California and the broader United States as applicable.
The information provided on this website is for general informational purposes only and does not constitute legal advice. Contacting us through this site does not create an attorney-client relationship. This website may be considered attorney advertising under the rules of certain jurisdictions. Past results do not guarantee future outcomes.
© 2017--2026 Jay Razzouk, Attorney at Law