WA Business Law Blog

Navigating Board and Management Authority in WA Business Entities Last year, the Delaware Court of Chancery issued a decision in West Palm Beach Firefighters’ Pension Fund v. Moelis & Co. 211 A.3d 809 (Del. Ch. 2024), striking down several provisions of a stockholder agreement that gave the founder sweeping control over corporate governance. The ruling sent ripples… Read More

How Poor Structuring and Documentation Led to Litigation In the recent Washington Court of Appeals case of Wake Up, Inc. v. Roasters Holdings, LLC, 2025 Wash. App. LEXIS 1909 (Wash. Ct. App. 2025), the court tackled a complex post-acquisition dispute involving coffee franchises, multiple LLCs, and allegations of fraud and breach of contract. The decision… Read More

Recently the Washington Court of Appeals upheld a jury verdict that issued a record $229 million in damages in Bennett v. Providence Health & Services. The jury found that the employer’s payroll and meal break practices violated state wage and hour laws. For business owners, this case is a powerful reminder that wage and break… Read More

3-Part Series - How Accountants Steer M&A—A Lawyer’s Insight Closing day is a milestone, but it’s not the finish line. Post-close, the real work begins. Integration, tax structuring, and compliance all come into play. And once again, accountants are at the center of it. Integration: Where Systems Meet Strategy Post-merger integration is where good deals… Read More

3-Part Series - How Accountants Steer M&A—A Lawyer’s Insight Once the deal structure is set and diligence is underway, the focus shifts to protecting value. This is where accountants and lawyers work side by side crafting representations, making adjustments, and preparing for post-close reconciliation. Representations and Warranties: Built on Financial Reality Representations and warranties are… Read More

3-Part Series - How Accountants Steer M&A—A Lawyer’s Insight When a deal begins to take shape, lawyers and accountants are often among the first calls, and for good reasons. Each brings a critical lens to the transaction. In my experience, involving accountants early and often can surface insights that shape structure, uncover risk, and strengthen… Read More

This is a three-part series exploring how lawyers and accountants can work together to drive better outcomes in M&A transactions. Whether you’re a business owner preparing for a sale or an advisor guiding clients through the process, this series offers practical insights into how cross-disciplinary collaboration strengthens deals from start to finish. Mergers and acquisitions… Read More

As Tegna and Sinclair Broadcasting propose a high-profile merger in the local television space, the headlines may seem distant from the day-to-day concerns of small business owners. But beneath the surface, this deal offers valuable insights for LLCs navigating ownership transitions, mergers, and strategic exits. Here are four key lessons worth considering. 1. Valuation Premiums… Read More

Valuation Vigilance: Planning the Sale of a Business with Purpose and Protection When Giorgio Armani passed away, he left behind more than a fashion empire—he left a roadmap for how to sell a business with precision. His will outlines a phased sale: a 15% stake within 18 months, followed by up to 54.9% over five… Read More