Business, Mergers and Acquisitions

Corporations and their boards frequently find themselves confronted with litigation from their own shareholders. Shareholder litigation usually involves either a shareholder demand (via a letter) or a filed complaint alleging the shareholder need not make demand in the first place (e.g. demand is “futile”). Often times, the success or failure of a shareholder’s claims simply… Read More

When individuals wish to join forces in business and form a limited liability company, they should put together a written operating agreement for their entity, and take care to consider each provision carefully, as the final document will govern their rights and responsibilities and will fundamentally steer the course of the relationship between them. One… Read More

The Washington LLC Act provides “courts may order dissolution of a limited liability company whenever: (1) it is not reasonably practicable to carry on the limited liability company's activities in conformity with the certificate of formation and the limited liability company agreement; or (2) other circumstances render dissolution equitable.” RCW 25.15.274. This begs the question:… Read More

A unique question was recently posed in Tormino v. Tormino Sash & Glass, Inc., 21 Wash.App.2d 1036 (Wash. Ct. App. 2022). Can an LLC be a director in a Washington corporation?  Tormino v. Tormino Sash & Glass In Tormino, at a special meeting of the shareholders, the shareholders of Tormino Sash and Glass, Inc. (“TSG”)… Read More

In Burksfield II, the Washington State Court of Appeals discussed statutory and contractual indemnification in the context a derivative action. In this post, I briefly detail the facts and discuss the meat of the matter. Burksfield v. LSL Properties, LLC – The Facts Deborah Burksfield (“Burksfield”) and two of her brothers, Larry and Steve Sali… Read More

A contract of adhesion is one that is prepared by one party to the transaction and presented to the other on a take it or leave it basis.  These are most likely to arise in relationships between businesses and consumers (as opposed to relationships between two individuals or relationships between businesses).  Adhesion contracts are most… Read More

Contracts are an inescapable reality for most these days—from buying, selling or leasing a home, taking out a loan, or running a business to re-upping with your mobile phone carrier (and everything in between). But beyond the terms of the agreement—what exactly the parties agree to do—there are certain key words that speak to the… Read More

Last week, I discussed a hypothetical situation in which ‘X number of individuals approach me to form an LLC for their business (i.e., the entity does not exist yet)’ and the three possible approaches to the subsequent question, “who is my client?” You can find that post here. This week, I will further explore one… Read More

Our world is full of contracts:  construction contracts, consulting contracts, retail contracts, employment contracts, settlement agreements, and, well, writing the list down on a stack of papers might result in a stack so thick that it would cover the distance from our Earth to the Moon. Despite covering an unimaginably wide variety of subject matter,… Read More