WA Business Law Blog

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

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

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

During the life of a Washington entity, whether it is a corporation, limited liability company, limited partnership, or partnership, it may be converted into another form of entity or it may be merged with another entity, whether the same form of entity or a different form of entity. It might also be involved in such… Read More

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

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

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

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

This blog frequently laments the lack of Washington case law across a number of LLC and corporate topics. One such topic includes records requests in both a corporate and LLC context. The scant authority makes every new case on the subject worthy of discussion—enter Lott on behalf of Blue Mountain Farms, L.L.C. v. Lott, No.… Read More