WA Business Law Blog

Many business owners assume the Consumer Protection Act (CPA) applies only to disputes involving individual consumers. After all, the name says it plainly. In reality, Washington courts have repeatedly held that business-to-business conduct can trigger CPA liability—sometimes with severe financial consequences. Understanding when a commercial dispute crosses into CPA territory is critical. The difference between a… Read More

Business owners and homeowners already manage a long list of responsibilities, from tax filings to ongoing maintenance. Beginning in 2026, they will face a new requirement. Certain residential real estate transfers will trigger reporting obligations under the federal Corporate Transparency Act (the “CTA”). Although the CTA’s business entity reporting rules remain on hold due to… Read More

As the merger and acquisition (“M&A”) market continues to evolve, buyers and sellers in the $10 million to $100 million range are increasingly looking for ways to manage risk without slowing down the deal process. One option gaining traction is the Transactional Liability Policy Enhancement (“TLPE”). Although it serves a similar purpose as traditional representations… Read More

In the competitive business environment of the Pacific Northwest, disputes are almost inevitable. Whether involving partners, employees, customers, or competitors, litigation often becomes a defining—and expensive—moment for a company. While no business can eliminate legal risk entirely, many of the most costly litigation outcomes stem from avoidable mistakes made long before a lawsuit is filed.… Read More

In business transactions, buyers and sellers tend to obsess over the big issues: purchase price, financing terms, governance structures. Yet it’s often the smallest details that create the biggest headaches. One of those details? The humble Employer Identification Number (“EIN”). The Scenario Picture a deal that closes without a hitch. Documents signed, wires confirmed, champagne… Read More

In mergers and acquisitions, closing day often feels like the finish line. Documents signed, wires confirmed, relief all around. But the true measure of a transaction is not taken at closing. It is in the future, when integration is underway and the deal’s value is either being realized or slipping away. The Scenario A company acquires… Read More

IntroductionWhat happens after your company is the subject of a data security breach? Washington’s RCW 19.255 imposes specific obligations on employers following a security breach involving personal information. Employers must act swiftly to notify affected individuals and, in certain cases, the Attorney General. This post outlines those core responsibilities and compliance best practices.  Who Must Comply… Read More

Navigating Board and Management Authority in WA Business Entities Last year, the Delaware Court of Chancery issued a decision in West Palm Beach Firefighters’ Pension Fund v. Moelis & Co. 211 A.3d 809 (Del. Ch. 2024), striking down several provisions of a stockholder agreement that gave the founder sweeping control over corporate governance. The ruling sent ripples… Read More

How Poor Structuring and Documentation Led to Litigation In the recent Washington Court of Appeals case of Wake Up, Inc. v. Roasters Holdings, LLC, 2025 Wash. App. LEXIS 1909 (Wash. Ct. App. 2025), the court tackled a complex post-acquisition dispute involving coffee franchises, multiple LLCs, and allegations of fraud and breach of contract. The decision… Read More