WA Business Law Blog

Update on Uniform Commercial Code Forms

Per E. Oscarsson, Edmonds Lawyer
Per E. Oscarsson
Aug 7, 2023
Security interests in personal property are governed by the Uniform Commercial Code (“UCC”). A security interest is an interest granted in personal property to secure payment or performance of an obligation. For example, a business owner borrows money for its business and grants a security interest to the lender in the owner’s inventory and equipment.… Read More

Representing the Board: Federal Court Declares California’s Law Mandating Board Representation from Certain Groups Unconstitutional. Is Washington’s “Gender Diverse” Board Requirement Next?

David C. Tingstad, Edmonds Lawyer
David C. Tingstad
Jul 12, 2023
In Alliance for Fair Board Recruitment, a federal court ruled in May 2023 that California’s law requiring corporations to maintain minimum membership on a corporation’s board of directors from individuals who identify as members of certain races and genders violates the Equal Protection Clause of the US Constitution.  In 2020, Washington adopted its own version… Read More

The U.S. Supreme Court Agrees: “…If only it was an LLC …”

David C. Tingstad, Edmonds Lawyer
David C. Tingstad
Jun 28, 2023
It is not often that the U.S. Supreme Court takes on a case with entity type ramifications, but they did just that in the recent 2023 decision of Bartenwerfer v. Buckley.  In Bartenwerfer, the all-too-common partnership to flip houses goes awry when one of the partners commits fraud and the innocent partner tries to limit… Read More

Adding Value by Working Through an Outline of an LLC Agreement

David C. Tingstad, Edmonds Lawyer
David C. Tingstad
May 31, 2023
According to Washington’s LLC Act, an LLC Agreement “means the agreement, including the agreement as amended or restated, whether oral, implied, in a record, or in any combination, of the member or members of a limited liability company concerning the affairs of the limited liability company and the conduct of its business.” A carefully crafted… Read More

How Do You Name a Debtor on a Washington UCC Financing Statement?

Per E. Oscarsson, Edmonds Lawyer
Per E. Oscarsson
Apr 28, 2023
Under the Uniform Commercial Code (“UCC”), a financing statement is often required in connection with a secured transaction. For example, a person or business may borrow money to finance the purchase of equipment. Often, the equipment purchased serves as collateral (or security) for repayment of the loan. A financing statement will be filed to give… Read More

If You Own a Business, You Need a Buy-Sell Agreement

David C. Tingstad, Edmonds Lawyer
David C. Tingstad
Apr 26, 2023
A buy-sell agreement is an agreement among the owners of a business that typically restricts ownership while the owners are alive, identifies a process in the event of the death or disability of an owner and establishes a methodology for valuation.  According to The Piedmont Group, only 46% of business owners have a buy-sell agreement… Read More

Minority Shareholders Must Show Fraud When Blocking Mergers

Caleb J. Tingstad, Edmonds Lawyer
Caleb J. Tingstad
Apr 14, 2023
What rights do minority shareholders have to oppose a merger? In short—almost no rights at all. In Allentoff v. Red Lion Hotels Corporation, No. 83576-9-I, 2023 WL 21338 (Wn. App. Jan. 3, 2023), the Division One Court of Appeals reiterated the now-concrete principal that, absent a showing of fraud, a minority shareholder dissenting from a… Read More

Withdrawal from an LLC

David C. Tingstad, Edmonds Lawyer
David C. Tingstad
Mar 29, 2023
I have written previously on Washington’s 2022 Amendment to the LLC Act to permit voluntary withdrawal (see here).  Withdrawal continues to plague LLC members because, while many LLC agreements discuss withdrawal caused by death, disability or bankruptcy, most LLC agreements do not solve the challenges created by a voluntary withdrawal. I find it helpful to… Read More