WA Business Law Blog

Going into business with a partner, or partners, is exciting. But when things stop working, it’s sometimes difficult to know how to get out. Fortunately, there are several ways an owner can exit a business. Determining which options are available and which option to choose depends on the circumstances of each case. Sometimes the answer… Read More

Most people know that courts use previous case law from the same jurisdiction as precedent to determine the outcome of a case in a given scenario. But what happens when there is no applicable case law in that jurisdiction for that scenario? Among other things, courts look to case law from other jurisdictions as persuasive… Read More

In disputes between business owners, a co-owner will commonly assert a claim for judicial dissolution. However, business owners and practitioners must be aware of the significant differences between Washington’s standards for judicial dissolution between different business entity types. The most common business entities in Washington include LLCs and corporations, but the statutory scheme behind judicial… Read More

This is Part 2 of a two-part series on structuring and enforcing earnouts in middle-market M&A transactions. If you missed it, read Part 1: Revenue vs. EBITDA: Choosing the Right Earnout Metric to see how setting the right financial targets impacts the deal. When a merger or acquisition utilizes an earnout to bridge a valuation… Read More

In one of my previous posts, What the 2027 Washington Real Estate Excise Tax Shifts Mean for You, I broke down the statutory rate tier adjustments taking effect under RCW 82.45.060 on January 1, 2027. While those upward bracket shifts may provide meaningful tax savings on higher-value properties, Washington’s Real Estate Excise Tax (“REET”) structure… Read More

This is Part 1 of a two-part series on structuring and enforcing earnouts in middle-market M&A transactions. Part 2 focuses on post-closing operational covenants and governance. When negotiating an earnout in a middle-market M&A transaction, choosing the underlying metric is one of the most critical decisions both parties will make. The two primary choices, gross… Read More

Earnout provisions are among the most creative and, simultaneously, the most litigated structures in M&A transactions. When a buyer and seller cannot agree on purchase price because they disagree about the future performance of the business, an earnout can bridge the gap—allowing the seller to receive additional consideration if the business achieves agreed-upon milestones after… Read More

Legal due diligence is the process by which a buyer’s attorneys systematically review the legal health of a target business before committing to a purchase. It is not glamorous work, but it is among the most valuable work done in any transaction. The goal is not to find reasons to walk away from a deal—it… Read More

When buying or selling real estate or structuring corporate asset transactions in Washington, tax considerations are rarely far from mind. One of the most significant state level costs in any transfer is the Real Estate Excise Tax (“REET”). Under RCW 82.45.060, Washington uses a graduated rate structure for state REET. Rather than a flat percentage… Read More