Business Partner Freeze-Out Lawyer in California
When a co-founder cuts off your access, stops your distributions, or moves the company out from under you, the law gives you more leverage than they want you to think. Astraea Counsel litigates shareholder and co-owner disputes — led by Brandon Orewyler, who first-chaired a books-and-records trial in the Delaware Court of Chancery and spent three years as a law clerk in the Los Angeles Superior Court's Complex Division.
Lead attorney: Brandon Orewyler, Founder & Principal
- Licensed in California · State Bar No. 324391 — verify
- Consultations scheduled directly with the attorney, not an intake desk
What a freeze-out looks like
- Your access to company accounts, systems, or offices was cut off overnight
- Distributions or salary stopped while your co-founder keeps paying themselves
- You were removed from management or the board without the process your agreements require
- Your equity is being diluted, or company assets are moving to a new entity you're not part of
- The company refuses to show you the books and records you are entitled to inspect
How we fight a freeze-out
- Statutory books-and-records demands — often the first move, the fastest, and enforceable in court if the company resists
- Derivative and direct shareholder claims — Brandon has prosecuted a derivative action in California state court past the demurrer stage
- Breach of fiduciary duty, breach of contract, and fraud claims in state and federal court
- Delaware Court of Chancery experience for the Delaware-incorporated company run from California
- A read on how judges actually see these cases before you spend on discovery — Brandon spent three years drafting rulings as a Complex Division clerk, including on shareholder disputes
Recognition
- Astraea Counsel ranked in Chambers USA: Spotlight 2026 — Fintech (Los Angeles)
- Lawdragon 500 X — The Next Generation: Crypto Regulation, Disputes, Blockchain (2026), Chanté Eliaszadeh
- 2024 Law360 Distinguished Legal Writing Award, The Burton Awards — Chanté Eliaszadeh, co-author (White & Case)
- Best Lawyers: Ones to Watch in America — Commercial Litigation (2027), Brandon Orewyler
- Summer honors intern, Cyber Unit, U.S. Securities and Exchange Commission (2018), Chanté Eliaszadeh
- Invited speaker: American Bar Association Business Law Section, Korea Blockchain Week (BIF25), ETHDenver, GRR Live, Blockchain Law for Social Good Conference, Art Basel Miami, and Berkeley Law; keynote, Computational Law & Blockchain Festival
Common Questions
My business partner locked me out. What can I actually do?
More than most owners assume. California law gives business owners — shareholders, LLC members, and partners — inspection rights, direct and derivative claims for fiduciary-duty breaches, and in some circumstances involuntary-dissolution or buyout remedies. Which sequence is right depends on your governing documents and your ownership stake.
I'm a minority owner. Do I have leverage?
Usually yes. Majority owners owe fiduciary duties, and freeze-out tactics — cutting distributions, denying information, diluting equity — are exactly the conduct courts scrutinize. Minority status changes the playbook, not the existence of one.
Our company is a Delaware entity but we operate in California. Where does the fight happen?
Often both places: Delaware law typically governs internal corporate affairs while California may be the forum, and some disputes belong in the Delaware Court of Chancery itself. Brandon Orewyler first-chaired a books-and-records trial in Chancery — the forum call is strategic, and it should be made early.
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