WA Business Law Blog

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

This is Part 3 of my four‑part series on indemnification clauses. In Parts 1 and 2, we covered what indemnification is, why it matters, and the red flags that show up most often in Washington contracts. Now we turn to the more advanced tools, the levers sophisticated parties use to control, limit, or allocate risk… Read More

This is Part 2 of my four‑part series on indemnification clauses. In Part 1, we looked at what indemnification is and why it matters; here, we focus on specific red flags I routinely see in Washington contracts. Indemnification clauses are rarely written in plain English. They’re dense, technical, and often intentionally broad. But buried inside them… Read More

This is Part 1 of a four‑part series on indemnification clauses when buying or selling a Washington business. Indemnification clauses are one of the most powerful, and most underestimated, parts of any business contract. In Washington, they routinely determine who pays when something goes wrong, who carries the legal exposure, and how much of that… Read More