WA Business Law Blog

In the world of mergers and acquisitions, “sandbagging” refers to a buyer’s decision to proceed with a transaction despite discovering—before closing—that one or more of the seller’s representations and warranties are false. The buyer closes the deal anyway, then later asserts an indemnification claim for the breach. The practice raises a fundamental question: should a… Read More

Ask a small business owner whether they have an operating agreement or shareholder agreement, and many will say yes. Ask them when they last read it, and the answer is usually “when we signed it,” often years or even decades ago. These foundational governance documents are among the most important legal instruments a business can… Read More

Closely held business disputes frequently trigger complex ethical traps for legal counsel. Conflict issues routinely arise during derivative actions when minority owners allege misconduct against majority controllers. Understanding how to handle dual representation can protect both the clients and the lawyer. The Pitfalls of Dual Representation in Derivative Actions A derivative lawsuit creates an inherent… Read More

It is one of the most jarring moments in any M&A transaction: a buyer’s attorney asks to see IP assignment agreements for the core technology or brand assets, and the seller’s attorney realizes those agreements either do not exist or are incomplete. The company’s most valuable asset—the thing the buyer is most excited to acquire—may… Read More

Every business owner who has been through an M&A transaction will tell you the same thing: the issues that slowed or killed the deal were almost never the obvious ones. They were not the major lawsuit or the obvious regulatory problem. They were the quiet, overlooked administrative and legal loose ends that had been sitting… Read More

When a business sale includes real estate, buyers often assume the property is “fine” because the business has operated there for years. That assumption can be costly. Real estate due diligence is its own discipline, and skipping steps can create problems long after closing. Start With the Basics: Title and Boundaries A title report will… Read More

When business owners prepare to sell their company, they tend to focus on the headline items: purchase price, closing conditions, and transition plans. But when the business owns real estate, the deed quietly carries sizeable weight that can impact your liability for years after the keys change hands. The Overlooked Asset in a Business Sale… Read More

When selling a Washington business that owns real estate, one of the earliest decisions is deceptively simple: Should the property be part of the sale, or should the seller keep it and lease it back to the buyer? Both approaches can work, but each carries different legal and financial consequences. Option 1: Sell the Property… Read More

For most business owners, the closing of an M&A transaction feels like the finish line. The wire transfer hits, the handshakes happen, and the company you spent years building belongs to someone else. But in transactional law, closing is not always the end—it can be the beginning of a period of continued financial exposure if… Read More