1. Alternative Dispute Resolution
  2. Business Organization
  3. Employment Law
  4. Real Estate Law
  5. Shareholder Disputes

Alternative Dispute Resolution (ADR) – Frequently Asked Questions

Q: What is Alternative Dispute Resolution (ADR)?

A: ADR is a process offered by the local court system to help people resolve disputes without going to trial. By using ADR, you may not have to file a lawsuit, and if you do file a lawsuit, you may be able to avoid a trial. ADR is typically less formal, less expensive, and less time-consuming than a trial and may also give the parties more control over when and how their dispute is resolved.

Q: What is the court’s ADR policy?

A: It is the policy of the San Diego Superior Court to strongly support the use of ADR in all general civil cases. The court has long recognized the value of early case management intervention and the use of alternative dispute resolution options for amenable and eligible cases. The use of ADR will be discussed at all case management conferences.

Q: What types of ADR are available in civil cases?

A: The most commonly used ADR processes are mediation, arbitration, and settlement conferences.


In mediation, an impartial person called a “mediator”, helps the parties try to reach a mutually acceptable resolution of the dispute. The mediator does not decide the dispute but helps the parties communicate so they can try to settle the dispute themselves. Mediation leaves control of the outcome with the parties. More Information.


In arbitration, a neutral person called an “arbitrator”, hears arguments and evidence from each side and then decides the outcome of the dispute. Arbitration is less formal than a trial, and the rules of evidence are often relaxed. Arbitration may be either “binding” or “nonbinding.”

Settlement Conferences

Settlement conferences may be either mandatory or voluntary. In both types of settlement conferences, the parties and their attorneys meet with a judge (or a temporary judge) to discuss possible settlement of their dispute. The judge does not make a decision in the case but assists the parties in evaluating the strengths and weaknesses of the case and in negotiating a settlement. Mandatory settlement conferences are often held close to the date a case is set for trial.

Q: How is the ADR process initiated?

A: The ADR process may be initiated by the parties at any time after all parties have appeared in the case, by filing a Stipulation to Use Alternative Dispute Resolution (ADR) form (CIV-359).

If the parties do not stipulate to use ADR, ADR will be discussed at the Case Management Conference. CMC is held approximately 150 after the case is filed with the court.

Q: How long does the ADR process take?

A: The time for an ADR process varies depending upon the complexity and type of the case. Most cases require only one meeting to come to a resolution, but some cases may require additional sessions. All of the ADR processes must be completed by a date set by the judge, usually within 90-120 days of the date on which the judge

Business Organization – Frequently Asked Questions

Q: Can I convert my existing sole proprietorship or partnership into an LLC or corporation?

A: Yes. Most states have a form that allows you to convert your business to an LLC. For states that do not have a conversion form, the business must file an application to become an LLC. Some states also require a partnership to run an ad in the newspaper announcing its dissolution. You must also remember to change all of your licenses and permits over to the name of your LLC. Contact a business lawyer for more advice.


A: C Corporations are taxed under sub-chapter C of the Internal Revenue Code (I.R.C.), while an S Corporation is taxed under subchapter S of the I.R.C. In an S Corporation, the income of the corporation is not taxed at the corporate level as in a C Corporation, but rather it passes through to the shareholders. All corporations generally start out as C Corporations, but shareholders can elect to switch to S Corporation status if the corporation meets certain requirements.

Q: What is “piercing the corporate veil?”

A: In some cases, courts have allowed plaintiffs to pursue the personal assets of directors, officers or shareholders of the corporation to satisfy a judgment against the corporation or debts and other liabilities of the corporation. Generally, shareholders or owners are not personally liable for a corporation’s actions; however, if the corporate veil is pierced, they can be held personally liable. Courts may allow plaintiffs to pierce the corporate veil where the corporation is really the “alter ego” of the owners and the corporation cannot be viewed as a separate entity. This is often found to be the case where the corporation disregarded corporate formalities or the shareholders’ and corporation’s assets are intermingled.

Q: What is a “registered agent?”



A: Yes. A foreign corporation wishing to do business in another state must qualify to do so. It is typically a simple process. Simply contact the Secretary of State for the state in which you wish to conduct business.

Q: What is the difference between general and limited partners?




Q: What is a non-profit corporation?


Q: What is the difference between nonprofit and tax-exempt?

A: The term “nonprofit’ refers to the status of your organization or entity under California law.  The term “tax-exempt” specifically applies to tax exemption under US and California tax laws.

Employment Law – Frequently Asked Questions

Q.  Must an employer provide employment references?







Q. Must an employer perform formal performance reviews?






Real Estate Law – Frequently Asked Question

Q. If I have purchased a home and found that something inside the home was faulty when I purchased it, is there anything I can do about it?

A. In most purchases, the buyer will be offered a warranty policy to cover certain losses incurred by that buyer. You should determine whether you were given or purchased a warranty policy at the time of the home purchase. Additionally, In California you have a right to inspect the home before you purchase it and the seller has an obligation to disclose any defects.  You may have a claim against the seller and your inspection company if they were negligent in discovering and/or disclosing anything materially wrong with the house. If not, you may need to speak to a San Diego real estate law attorney.

Q. I plan on purchasing a home in the next few months, what should I make sure of when I am purchasing a home?

A. While not always necessary, it is a great idea to consult a real estate attorney before purchasing a home. Regardless, there are several things you should make sure of before signing any contracts. Make sure that all property which is supposed to go with the home is included in the contract. This may include appliances or other extras you were promised. You also want to inspect the damage report and look at the surrounding area.

Q.  I am leasing space for my business.  What should I watch out for?

A.  Commercial leases are always a matter of negotiation.  It is strongly recommended that you utilize the services of a broker and/or real estate lawyer.  How a lease is written is crucial to the future of your business, your personal liability and your future plans for your company.

Q.  I am buying a commercial property.  Why do I need an attorney?

A. Purchasing a commercial property carries with it substantial profit and risk.  Today’s toxic tort laws and insurance laws make it very difficult to quantify your investment.  Also, how title is held and the risks of being taken advantage of are serious.  The cost to have a lawyer review and assist with negotiations is very little compare to the purchase price and over all risks involved.

Q.  I want to build my own house, what should I plan for?

A. Being your own general contractor is exciting and can save you lots of money in the long run.  However, making sure you have the right business structure, contracts for subs and understand the mechanics lien laws is important.  Hiring a lawyer with real estate experience in these matters can save you a lot in worry and expense.

Q.  I have a boundary dispute with my neighbor.  What should I do?

A. Boundary disputes and easements affect the ownership of your land. Sometimes issues with boundary disputes and existing or potential future easement claims can be worked through without too much difficulty. Sometimes, litigation is the only choice left to protect your property rights. If you do not act quickly, your property value may drop significantly and permanently.

Real Estate Law – Frequently Asked Question

San Diego shareholder disputes distract shareholders, executives, managers and the board of directors from the primary focus of profitable corporate operations. If you are involved in San Diego shareholder disputes or a derivative lawsuit you need the experienced and proven dispute resolution attorneys at the Watkins Firm. Ask about our unique approach to resolving shareholder disputes and the best strategies for resolving shareholder disputes in a timely and cost-efficient manner.

Here are some of the frequent shareholder disputes questions we encounter:

Q: I am having some difficulty obtaining information from my business partner. What are some common examples of shareholder disputes?

A: Disputes between shareholders arise for any number of reasons but it is not uncommon for the following issues to cause tension: breach of directors’ duties, company’s strategy & management, dividend policies, disparities between salaries, separate business interests, failure to provide financial, accounting and statutory information, exclusion from meetings, breaches of shareholders agreements/partnership deeds.

Q: What rights do I have if I disagree with other shareholders about decisions and strategy for the company?

A: An individual shareholder’s rights will generally depend on the terms of any shareholders agreement and the company’s articles of incorporation.

Q: How can I enforce my rights as a shareholder?

A: There are various options, including: Proposing a resolution at a general meeting which redresses the situation; asking the board of directors to take action in the company’s name against an individual director (because generally the shareholders cannot sue in the company’s name); suing the directors by means of a derivative action

Q: As a director, what should I do if I feel that the board is acting improperly?

A: It is essential to take action if you feel that the board is acting improperly. The most appropriate course will depend on the circumstances. Please contact a corporate attorney to discuss your options.

Q: What fiduciary duties do directors have?

A: There may be duties listed in the company’s articles or the director’s employment contract, but the most common fiduciary duties are: to act in good faith in the best interest of the company; to act for proper purposes; not to make secret profits; to avoid conflicts of interest

Q: What are the consequences for a director in breach of their fiduciary duties?

A: Typical remedies for breach of fiduciary duty include damages for loss of profit and recovery of profits earned by the director when acting in breach of duty. Alternatively, directors who act recklessly or carelessly may be responsible for any resultant loss to the other directors of a company and the shareholders, and damages may be recovered in a civil action for negligence.