WA Business Law Blog

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

In this week’s blog, I review the classic Washington Supreme Court decision, Sound Infiniti, Inc. v. Snyder, 169 Wn.2d 199, 237 P.3d 241 (2010), which stands for one simple proposition: majority shareholders who follow the statutory rules may successful force out the interest of a minority shareholder – even over the objection of the minority… Read More

One of the first actions LLC members take when a membership dispute arises is to make a demand for LLC documents. Members often believe they are “entitled” to documents, including customer lists, trade secrets, and documents relating to the Company’s intellectual property.  Members making these requests are often surprised that they have no rights to… Read More

Often the harshest business disputes are those taking place where there ought to be the most love: in the midst of family. That is the context of this week’s case, which is the culmination of 10+ years of familial issues: Kesselring v. Kesselring, No 78764-1-I, 2020 WL 1675788 (Wn. App. Apr. 6, 2020). Highlighted in… Read More