Rahavi

FACTS

We recite only facts necessary to resolve the issues on appeal and to provide context, and we do so “in a light most favorable to [the prevailing parties at trial], resolving all conflicts in their favor.” (Cassim v. Allstate Ins. Co. (2004) 33 Cal.4th 780, 787.) I.

THE PARTIES’ DEALINGS

Chu started BCP Group and Autolnk.

1 All further statutory references are to the Corporations Code.

2 BCP Group is a Nevada corporation doing business in California as Beach City Performance (Beach City). Beach City is a tire shop in Corona Del Mar. Beach City began in 2008 as Tire Masters. At some point it was renamed Beamer’s Tire Shop, a nod to Chu’s pet dog Beamer, and then later renamed Beach City. By 2012, BCP Group had been formed. In mid-2014, Beach City moved to the Corona Del Mar location, when Chu bought a commercial building for the shop. There is only one class of stock for BCP Group, although physical shares were never issued. It is owned 90 percent by Chu and Tracey, and 10 percent by Rahavi. Its tax returns, however, never reflected ownership of shares by Rahavi. Autolnk is a Nevada corporation doing business in California as Express Tire Distributors. It was formed in…