WA Business Law Blog

In a recent opinion, the Washington Court of Appeals reminds litigants and their counsel that the provisions of the parties’ LLC Agreement remains of paramount importance. In Newcomer v. Est. of Cohen, No. 86612-5-I, 2024 Wash. App. LEXIS 2169, (Ct. App. Oct. 28, 2024), the Court addressed a rarely reviewed issue: What remedies do LLC… Read More

Amidst all the judicial back and forth regarding Corporate Transparency Act (“CTA”) compliance, we may finally have some certainty. As of February 18, 2025, CTA compliance is now mandatory. The lone remaining question is “when do I have to report?” Summary of CTA Litigation Results – Texas Top Cop Shop and Smith Texas Top Cop… Read More

Navigating the world of insurance can be tough. But having adequate coverage isn’t just a good idea—it’s essential for protecting your investment and financial health. Even if your investment or rental property is in an LLC (which I could not more highly recommend), having sufficient property and liability insurance is key. Think of insurance as… Read More

In December 2024, the Washington Court of Appeals addressed the scope of remedies available to shareholders who dissent to a merger. The case of Pipe Fitters Local Union 120 Pension Plan v. McFarlane, No. 85541-7-I, 2024 Wash. App. LEXIS 2365 (Wash. Ct. App. 2024),interprets what claims dissenting shareholders can make under the Washington Business Corporation Act… Read More

In the state of Washington, converting an entity from one type of entity to another is a relatively new concept. At one time, to change an entity into another form of entity required the formation of a second entity (the entity intended to be the final, resulting entity), then merging the existing entity into the… Read More

In a welcome sign for sellers of privately-held businesses, the outlook for mergers and acquisitions (“M&A”) in the Pacific Northwest Region is strong to begin the year. There are several reasons for rosy outlook. Interest, Inflation and Performance have Stabilized Phil Brzytwa, an M & A intermediary at Exit Equity (https://exitequity.com), has an upbeat view… Read More

Recently, obligatory compliance with the Corporate Transparency Act (“CTA”) turned into the judiciary’s version of a sitcom relationship: the penultimate “will they or won’t they.” As you may recall, on December 3, 2024, the Eastern District Court of Texas issued a nationwide preliminary injunction of both the CTA and its respective implementation regulations (the “Reporting… Read More

An easement is a legal right for a person to use the real property of another person.  Often an easement could be for a driveway and utilities, but it can also be for a well, septic drain fields, water lines, etc.  Most easements are voluntarily created, but there are some situations in which an easement… Read More

The Washington Supreme Court, in a recent 7-2 decision, upheld a trial court's ruling in favor of the Department of Revenue (“DOR”), denying deductions for investment income claimed by 16 related LLCs. Antio, LLC v. Dep't of Revenue, 557 P.3d 672 (Wash. 2024). Antio highlights the complexities of tax law and the importance of statutory… Read More