WrenfieldEstate Law
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Attorney

Marcus Adeyemi

Business succession and closely held entities  ·  San Jose, California

A man in a navy pinstriped suit over an open collared white shirt, arms folded, smiling toward the camera.
2013

Year of admission

California, New York

Jurisdictions

N.D. Cal.

U.S. District Court, 2015

U.S. Tax Court

Admitted 2018

LL.M.

Taxation, 2014

3

Languages ยท English, Yoruba, Portuguese

02

What Marcus does for the people who call him

The work

Marcus works where the estate plan meets the operating agreement. Buy-sell terms, transfer restrictions and the valuation questions a family business raises the moment an owner stops being an owner.

Two documents usually govern the same shares, written by different lawyers in different years, and nobody compares them until it is too late to change either.

Before the firm

He took an LL.M. in taxation the year after admission and spent his first years on entity work, which is the half of this that most estate practices subcontract.

He joined the firm to keep the two halves in one room.

How he works

He reads the operating agreement before the estate plan, every time, because the agreement usually wins and it is better to know that early.

Clients hear the number they will be taxed on before the structure is chosen, not after.

Away from the practice

Marcus lives in San Jose with his wife and two children, referees youth football with more conviction than skill, and maintains that the Portuguese he learned for a client is holding up.

03

Education, admissions, associations and recognition

Education
New York University School of Law

Master of Laws, Taxation

2014
University of California, Hastings

Juris Doctor

2013
Morehouse College

Bachelor of Arts, Economics

2009
Admissions and courts
State Bar of California

Attorney and Counselor at Law

2013
State of New York

Attorney and Counselor at Law

2015
U.S. District Court, Northern District of California

General Bar

2015
United States Tax Court

Bar of the Court

2018
Associations
State Bar of California

Taxation Section

2014
American Bar Association

Member, Business Law Section

2014
Santa Clara County Bar Association

Member

2016
Recognition
State Bar of California, Taxation Section

Panellist, closely held business succession

2023

Source: State Bar of California, Taxation Section, 2023

04

What people are dealing with when they call

Business succession

Buy-sell agreements

What happens to a share when an owner dies, leaves or is bought out, decided while everyone is still friendly.

  • Cross-purchase and redemption structures
  • Triggering events and who is bound
  • Funding a buyout, including with insurance
 Business succession

Transfer restrictions and permitted holders

If a trust is not on the list, the transfer into it may never have happened.

  • Reading the transfer clause against the trust
  • Consents and ratifying amendments
  • Naming trusts as permitted holders
 Business succession

Valuation on a triggering event

A number will be chosen. It may as well be one you agreed to in advance.

  • Valuation methods and which to specify
  • Discounts and what supports them
  • Appraisers and how they are appointed
 Estate planning

Funding the trust

Signing the trust creates the container. Funding is the work of putting your property inside it, and it is the step most often skipped.

  • Recording a deed for California real property
  • Retitling bank and brokerage accounts
  • Assignment of business and partnership interests
05

What this costs and how long it takes

Marcus quotes in writing before work begins. Entity work carries a second party who is not your client, and the other side's pace is the part nobody can price.

A review and an opinion

He reads the operating agreement, the plan and the cap table, and tells you in writing where they disagree.

Fee basis
Flat fee.
Typical time
Two to three weeks from the day the documents arrive.

A succession structure

The buy-sell, the transfer mechanics and the estate documents drafted together rather than sequentially.

Fee basis
Flat fee or hourly, decided at the outset and not switched afterward.
Typical time
Eight to sixteen weeks, and the other owners set much of that pace.

A triggering event already in motion

An owner has died, resigned or been bought out, and the documents are being read back to you.

Fee basis
Hourly, with a written estimate for each phase.
Typical time
Highly variable. The valuation usually decides it.

Anyone who quotes a succession structure before reading the operating agreement has not read the operating agreement.

What moves a matter up a band: other owners with their own counsel, a valuation method the agreement does not specify, an entity in a second state, and a prior transfer nobody documented.

06

Who he is not the right lawyer for

Marcus takes business succession and closely held entity work inside an estate practice. Some things he will not take, and he says so on the first call.

  • The company and the owner in the same matter.

    Their interests part company at exactly the moment this work matters. He acts for one, and says which at the first call.

  • A valuation you have already decided on.

    If the instruction is to support a number rather than to find one, the opinion is worth nothing to anybody, including you.

  • Venture-backed companies with institutional investors.

    A cap table with preferred stock and a board is a different practice. He refers it, by name.

  • Tax positions whose only support is that nobody has been audited yet.

    He will tell you the exposure, in writing, and decline to paper it.

07

Written by Marcus

Your operating agreement outranks your estate plan.

By Marcus Adeyemi · 30 March 2026

Two documents, drafted years apart, governing one asset

A closely held business is usually the largest thing in an estate and the least examined. The trust says who gets the shares. The operating agreement says who is allowed to hold them.

When those disagree, the agreement generally wins, because the other owners are parties to it and your beneficiaries are not.

What a transfer restriction actually does

Most operating agreements restrict transfer to anyone outside a defined list, and a great many of them do not name a revocable trust on that list. The transfer into your trust may therefore have been void when it was made.

That is not a theoretical defect. It means the shares you believe are inside your plan may never have arrived, and the discovery is usually made by the person administering your estate.

The valuation is the whole argument

Most agreements provide for a buyout on death, and a surprising number leave the method to be agreed later. Later means after a death, between a grieving family and the surviving owners.

A method written into the agreement while everyone is friendly is worth more than any provision in the estate plan. It is also the single cheapest thing on this page to fix.

What to do before you do anything else

Put the operating agreement and the trust side by side. Find the transfer clause, find the permitted holders, and find whether a trust is one of them.

If the two documents were drafted by different people who never spoke, that is the ordinary case, not a scandal. It is also the reason this is worth an afternoon now rather than a proceeding later.

08

Selected matters

01
Majority owner, third-generation distributor
Santa Clara County · 2024
Arrived with
A trust holding shares the operating agreement never permitted it to hold, and a transfer recorded in 2011 that was void when made.
At stake
Whether the largest asset in the estate was inside the plan at all.
What Marcus did
Negotiated a ratifying amendment with the other owners' counsel, re-papered the transfer, and rewrote the buy-sell to name the trust.
02
Two founders, no buy-sell
San Jose · 2023
Arrived with
Twelve years of trading, equal ownership, no agreement on death or exit, and one founder newly diagnosed.
At stake
Whether the surviving founder would end up in business with the other's family.
What Marcus did
Drafted a cross-purchase buy-sell with a stated valuation method, and aligned both estate plans to it in the same engagement.
03
Family, business and three children
Succession · 2022
Arrived with
One child in the business, two outside it, and an estate plan dividing everything in thirds.
At stake
Whether the business would have to be sold to make the thirds work.
What Marcus did
Structured a transfer of the operating company to the child inside it and equalized the other two outside the entity, with an insurance-funded shortfall.

Matters are described in general terms. Prior results do not guarantee a similar outcome.

09

What counsel say

Marcus found a void transfer in a 2011 assignment that three prior advisers had signed off on. Uncomfortable meeting. Correct answer.
Helena Brackwell Partner, Corporate Brackwell Iyer LLP, Palo Alto Co-counsel in 2024
He reads the operating agreement first. I have worked opposite estate lawyers for twenty years and that is not the norm.
Douglas Ferrante Senior Counsel, Trusts and Estates Brennan Meade Delacroix, San Francisco Opposing counsel in 2023
10

What happens after you write

  1. You write. I read it myself the day it arrives.
  2. We speak within one business day. Thirty minutes, by phone, no charge.
  3. Send the operating agreement with your first message if you have it. Most of the first call is better spent on what it says than on what you remember it saying.

Fees are quoted in writing before work begins. You will not receive an invoice for a figure you have not already seen.

I act for one party. Where the company and an owner both need advice, you are told at the first call which of them I am acting for.

Write to Marcus

Business succession and closely held entities, from the San Jose office. There is no cost for the first conversation.

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