Ha

FACTS

I. The Complaint

The complaint alleges as follows: Ha and Dr. Newen co-own two businesses together. The first is TIC Aesthetic, LLC (TIC), a medical spa. Ha owns 49 percent, and Dr. Newen owns 51 percent. However, they have equal voting power and are the only two members on the board of directors. The second is IPSC, LLC (IPSC), a surgery center. Ha and Dr. Newen are each 50 percent owners. Dr. Newen wholly owns a related entity, Image Plastic Surgery Center, a Medical Corporation (Image Plastic Surgery), which is a plastic surgery business. The three entities operated as an integrated business. IPSC owns the surgery center where the business operates. TIC administratively operates the medical spa facilities in Irvine, San Clemente, Huntington Beach, and Downey. Where appropriate, we will collectively refer to these entities as the businesses. The businesses grew rapidly. TIC, which was founded in 2019, took in $15 million in revenue in 2021. Image Plastic Surgery also grew from a fledgling business to a multimillion-dollar business. As a result of this success, multiple private equity firms became interested in purchasing the businesses.

2 All statutory references are to…