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When a business sale includes real estate, buyers often assume the property is “fine” because the business has operated there for years. That assumption can be costly. Real estate due diligence is its own discipline, and skipping steps can create problems long after closing. Start With the Basics: Title and Boundaries A title report will… Read More

When business owners prepare to sell their company, they tend to focus on the headline items: purchase price, closing conditions, and transition plans. But when the business owns real estate, the deed quietly carries sizeable weight that can impact your liability for years after the keys change hands. The Overlooked Asset in a Business Sale… Read More

When selling a Washington business that owns real estate, one of the earliest decisions is deceptively simple: Should the property be part of the sale, or should the seller keep it and lease it back to the buyer? Both approaches can work, but each carries different legal and financial consequences. Option 1: Sell the Property… Read More

I had previously looked at Taylor Swift as a case study in trademark law, but her success isn't just about a name or a logo. It’s about brand ownership and control. For instance, when Swift decided to re-record her entire catalog, she wasn't just making a creative choice, she was executing a massive shift in… Read More

When Washington business owners embark on an acquisition, they often view their professional advisors as operating in silos: the lawyer handles the “legal paperwork” and the accountant handles the “numbers.” In reality, the quality of the outcome depends on these two roles working together. A lawyer can draft the strongest indemnity clause imaginable, but it… Read More

When Delaware speaks, deal lawyers listen. And in In re Dura Medic Holdings, Inc., Consolidated Litigation, Cons. C.A. No. 2019-0474-JTL (Del. Ch. Feb. 20, 2025), the Delaware Court of Chancery clarified two issues that routinely shape private M&A negotiations: (1) Whether Delaware remains a pro‑sandbagging jurisdiction, and(2) When a buyer can use a transaction multiple… Read More

Taylor Swift is many things – artist, cultural force, economic engine – but she’s also something business owners sometimes overlook: a disciplined, strategic brand manager. Her recent trademark activity is a reminder that protecting your brand is not optional. It’s a core business function. Swift’s team has filed trademark applications for everything from album titles… Read More

This is Part 4 of my four‑part series on indemnification clauses. In Part 3, we looked at baskets and caps, the tools that limit when indemnity starts and how far it goes. Now we turn to carve‑outs and survival periods, two concepts that can quietly expand or extend liability. These terms often appear deep in… Read More

This is Part 3 of my four‑part series on indemnification clauses. In Parts 1 and 2, we covered what indemnification is, why it matters, and the red flags that show up most often in Washington contracts. Now we turn to the more advanced tools, the levers sophisticated parties use to control, limit, or allocate risk… Read More