Business, Mergers and Acquisitions

When representing new clients, lawyers may overlook some preliminary, fundamental questions as they jump right into the matter at hand. One such question, often overlooked, is “who is my client?” Failure to ask and answer this question can lead to ethical dilemmas, and possible malpractice down the road. ABA Model Rule 1.13(f) states, “a lawyer… Read More

As lawyers who form entities, there are a number of “hoops” we must jump through with our clients to get their business up and running. In some ways, our clients resemble a racehorse with their blinders on, solely focused on their goal of starting their new enterprise. And rightfully so! Fraudsters, however, loom large over… Read More

Much has been written about non-compete agreements in light of Washington’s relatively new restrictions provided in RCW 49.62 et seq., which explains “…, the legislature finds that agreements limiting competition or hiring may be contracts of adhesion that may be unreasonable.” 49.62 goes on to place significant restrictions on covenants not to compete that involve… Read More

In January 2022, Beresford Booth launched a new Business Legal Review and Diagnostic Service. Most of our reviews have centered around closely held businesses, whose owners routinely have 80% or more of their wealth tied up in their business. Businesses we have examined have been well run, but not perfect. As business lawyers, we frequently… Read More

A while back, I posted a two part series on Dissenters' Rights: Pt. 1, Who Are They? And Who Has Them? and Pt 2, Valuation. This week, we return to the topic with two hallmark cases on “fair value”: Sentinel C3 v. Hunt, and Eagleview Technologies v. Pikover. As discussed in my prior post, in… Read More

The Oxford Dictionary defines a conundrum as “a confusing and difficult problem or question”.  When considering a claim, its classification as direct rather than derivative—or vice versa—qualifies as a conundrum. What are Direct Actions and Derivative Actions? A direct action seeks redress for harm to a particular individual, and not as a consequence of damage… Read More

In a past post, I highlighted a common mistake in judicial opinions whereby courts identify LLCs as “limited liability corporations.” Limited liability corporations do not exist. Passage of time has not cured the susceptibility to committing this mistake. In this post, I will show a few recent opinions that label an LLC as a “limited… Read More

In 2022, the Washington State Legislature adopted several significant changes recommended by the Washington State Partnership Law Committee. In a previous post, I discussed two of these significant changes: (1) a member may voluntarily withdraw from a limited liability company at any time; and (2) a transferee of all of single-member’s LLC interest is automatically… Read More

Introduction Since approximately 2010, I have had the privilege of participating in Washington’s Partnership Law Committee.  One of the functions of the Committee was to completely revise our LLC Act, which was achieved in 2016.  The Committee continues to work to improve our LLC Act and the 2022 legislature adopted several significant changes dealing with… Read More