Author: David C. Tingstad

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

Working capital is a critical concept in the context of asset purchase and sale agreements (APAs) and stock purchase and sale agreements (SPAs), as it directly impacts the purchase price and ensures the financial stability of the acquired business during the transition. In these agreements, working capital is generally defined as the difference between current… Read More

Most small business owners are not familiar with the process associated with buying or selling a business. The process is comprised of four general steps: conversation, letter of intent or term sheet, contracts and closing. Conversation and Confidentiality The first step in the process is the initial conversation between the buyer and the seller, which… Read More

In a welcome sign for sellers of privately-held businesses, the outlook for mergers and acquisitions (“M&A”) in the Pacific Northwest Region is strong to begin the year. There are several reasons for rosy outlook. Interest, Inflation and Performance have Stabilized Phil Brzytwa, an M & A intermediary at Exit Equity (https://exitequity.com), has an upbeat view… Read More

Your Clients’ Closely Held Corporation Needs a Shareholder Agreement A shareholder agreement is a cornerstone document for any corporation, outlining the rights and obligations of shareholders. Understanding the intricacies of these agreements is crucial for advising clients effectively. This blog post delves into the three primary points of a shareholder agreement: ownership and share transfer,… Read More

When representing entities (primarily LLCs and corporations), keep in mind they act through their authorized agents.  Typical examples of authorized agents include presidents, CEOs and managers.  If the agent commits fraud, that fraud can be imputed to the entity and its directors / managers.      In order to commit fraud, you must have the necessary intent. … Read More

Transfers of LLC interests are common in many areas of practice.  Whether you practice family law, estate planning, real estate, or business law, you deal with transfers of LLC interests.  I find it helpful to consider the who, what, when and how questions when considering LLC interest transfers. Who is Transferring? There can be many… Read More

David Tingstad, the Chair of Beresford Booth’s Business and Real Estate Group, has long served on Washington State’s Partnership Law Committee.  David, and Douglas Batey co-authored an article regarding a recent court of appeals case that wrongfully stated Washington’s LLC Act was based on the Revised Uniform LLC Act.  The article is important work and… Read More

The Corporate Transparency Act (CTA), passed by Congress January 1st, 2021, became effective in 2022 and aims to fight money laundering and other illicit activity. It is likely your business is required to comply with the CTA and report specific information to the government, including your driver’s license or passport. As lawyers who work regularly… Read More