Tag: Closely Held Business

On May 11, 2021, Division II of the Washington Court of Appeals issued an opinion arising out of a corporation owned by the Rees family.  The case is interesting for a host of reasons, but the focus of this article is minority oppression. The Family v. Don Rees Don Rees owned 51% and his wife,… Read More

In last week’s blog, I discussed restrictions on the transfer of shares in a shareholder agreement. This week, taking it a step further, I will discuss certain transfer restrictions discussed in a recent Washington Court of Appeals Case: Hammond v. Everett Clinic, PLLC, No. 80772-2-I, 2021 WL 961130 (Wn. App. Mar. 15, 2021). Case Dispute… Read More

Corporations are creatures of statute, contrary to LLCs, which are creatures of a contract.  I have written extensively about the need for a carefully crafted LLC agreement, but have not written much about the need for shareholders in a closely held corporation to have a carefully crafted shareholder agreement. Shares of stock are generally freely… Read More

Inevitably, every business will end. Successful businesses plan for the end, and, as a result, maximize the value of their efforts. A proper advance plan can help maximize value when the time comes. Just as every business is different, a plan for succession varies for every business. There are a few fundamentals for an ‘advance… Read More

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

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

For closely-held business owners, the idea of selling your business appears daunting. Where do you start? What do you need to know before beginning the process? Several months ago, we published an article discussing the general process of buying and selling a business. This is a further discussion and includes other issues. There are many… Read More