WA Business Law Blog

In 2009, Washington’s Supreme Court announced in In re F5 Networks that Washington follows Delaware with respect to its standard for pleading demand futility in derivative actions. A previous blog discussed that here. In 2021, Delaware’s Supreme Court announced an updated test for demand futility. This posed a question to Washington practitioners as to whether Washington courts… Read More

As someone who has been deeply involved with limited liability companies since their inception in Washington in 1995, I am surprised by the questions that repeatedly arise.  One such question is: Am I a member?  A brand new Washington Court of Appeals case highlights some issues.  In Fisch v. FRR-Harmon, LLC (June 2026, WA), Michael… Read More

I had previously looked at Taylor Swift as a case study in trademark law, but her success isn’t just about a name or a logo. It’s about brand ownership and control. For instance, when Swift decided to re-record her entire catalog, she wasn’t just making a creative choice, she was executing a massive shift in… Read More

When Washington business owners embark on an acquisition, they often view their professional advisors as operating in silos: the lawyer handles the “legal paperwork” and the accountant handles the “numbers.” In reality, the quality of the outcome depends on these two roles working together. A lawyer can draft the strongest indemnity clause imaginable, but it… Read More

When Delaware speaks, deal lawyers listen. And in In re Dura Medic Holdings, Inc., Consolidated Litigation, Cons. C.A. No. 2019-0474-JTL (Del. Ch. Feb. 20, 2025), the Delaware Court of Chancery clarified two issues that routinely shape private M&A negotiations: (1) Whether Delaware remains a pro‑sandbagging jurisdiction, and(2) When a buyer can use a transaction multiple to calculate… Read More

Taylor Swift is many things – artist, cultural force, economic engine – but she’s also something business owners sometimes overlook: a disciplined, strategic brand manager. Her recent trademark activity is a reminder that protecting your brand is not optional. It’s a core business function. Swift’s team has filed trademark applications for everything from album titles… Read More

The Washington State Legislature has just declared “… all noncompetition covenants are void and unenforceable.”  In the same statute, the legislature substantially restricted a business’ ability to enforce nonsolicitation agreements.  The statute goes on to provide that all employers must notify all current and former employees and independent contractors that their noncompetition agreement is unenforceable.… Read More

A cautionary example for Washington businesses: a “manager” title can still lead to overtime liability Many Washington employers assume that paying a salary and giving an employee a “manager” title is enough to treat the role as overtime-exempt. In practice, that assumption can be expensive. A recent lawsuit filed in the U.S. District Court for… Read More

This is Part 4 of my four‑part series on indemnification clauses. In Part 3, we looked at baskets and caps, the tools that limit when indemnity starts and how far it goes. Now we turn to carve‑outs and survival periods, two concepts that can quietly expand or extend liability. These terms often appear deep in the… Read More