WA Business Law Blog

No two closely held business are alike.  In a corporate setting, following corporate formalities is critical for a host of reasons, including to maintain the separateness of the corporation from the shareholders.  A recent Washington decision, Nelson v. Vetter, Inc., No. 80144-9-I, 2020 WL 6036825 (Wn. App. Oct. 12, 2020), reminds us of the need… Read More

In the Washington Supreme Court’s recent opinion in Young v. Toyota Motor Sales, U.S.A., many plaintiffs’ attorneys added a bigger hammer to their tool belt. The case effectively broadens the applicability of Washington’s Unfair Business Practices Act (or Consumer Protection Act, “CPA”), RCW 19.86. Many civil litigants and their counsel should be aware of the… Read More

In keeping with last week’s theme, this post discusses reverse veil piercing. Reverse veil piercing is the process by which an entity’s assets may be used to satisfy a judgment against a member/shareholder/partner in their individual capacity. Reverse veil piercing is the opposite of corporate veil piercing, where the assets of the member/shareholder/partner may be… Read More

Collecting a judgment is always a challenge, especially when the judgment debtor holds an interest in an LLC.  This article delves into the exclusive remedy available to creditors against judgment debtors with interests in a limited liability company: the charging order. Statute The charging order is a statutory remedy established by RCW 25.15.256 and available… Read More

This post compares the limited liability company (“LLC” – RCW 25.15) and limited liability partnership (“LLP” – RCW 25.05.500). LLC The LLC is perhaps the youngest and most popular entity of choice for entrepreneurs looking to start their business. An LLC combines tax and management flexibility with a liability shield for members. Nevertheless, there are… Read More

This week’s post continues the discussion from last week about successor liability through the lens of Maple Valley Park Place, LLC v. Tax Resource Centers, Inc., No. 78832-9-I, 2020 WL 1853575 (Wn. App. Apr. 13, 2020). In Maple Valley, the dispute on appeal surrounded MVPP’s attempt to pierce the corporate veil and pin the sole… Read More

Maple Valley Park Place, LLC v. Tax Resource Centers, Inc., No. 78832-9-I, 2020 WL 1853575 (Wn. App. Apr. 13, 2020) highlights Washington courts’ reluctance to permit creditors to pursue individuals for corporate debts. The Dispute Maple Valley Park Place, LLC (“MVPP”) owns and operates certain office space in Maple Valley. Northwest Tax Specialists, Inc. (“NTS”)… Read More

Last week, I covered the first part of the complex process of dissenters’ rights: learning what they are and who has them. This week covers the second part of the process: valuing an interest once an owner has dissented. Procedure to Exercise Dissenters' Rights After a member of an LLC or shareholder of a corporation… Read More

Minority owners of closely held businesses in Washington have substantially limited rights once the majority owners decide to take certain, major actions.  In fact, it can be said that the only right a minority owner has is the right to “dissent.”  Today’s post identifies “dissenters' rights” and when they can be exercised depending on the… Read More