Recent News

This is Part 2 of my four‑part series on indemnification clauses. In Part 1, we looked at what indemnification is and why it matters; here, we focus on specific red flags I routinely see in Washington contracts. Indemnification clauses are rarely written in plain English. They’re dense, technical, and often intentionally broad. But buried inside… Read More

This is Part 1 of a four‑part series on indemnification clauses when buying or selling a Washington business. Indemnification clauses are one of the most powerful, and most underestimated, parts of any business contract. In Washington, they routinely determine who pays when something goes wrong, who carries the legal exposure, and how much of that… Read More

Business owners and homeowners already manage a long list of responsibilities, from tax filings to ongoing maintenance. Beginning in 2026, they will face a new requirement. Certain residential real estate transfers will trigger reporting obligations under the federal Corporate Transparency Act (the “CTA”). Although the CTA’s business entity reporting rules remain on hold due to… Read More

As the merger and acquisition (“M&A”) market continues to evolve, buyers and sellers in the $10 million to $100 million range are increasingly looking for ways to manage risk without slowing down the deal process. One option gaining traction is the Transactional Liability Policy Enhancement (“TLPE”). Although it serves a similar purpose as traditional representations… Read More

In business transactions, buyers and sellers tend to obsess over the big issues: purchase price, financing terms, governance structures. Yet it’s often the smallest details that create the biggest headaches. One of those details? The humble Employer Identification Number (“EIN”). The Scenario Picture a deal that closes without a hitch. Documents signed, wires confirmed, champagne… Read More

In mergers and acquisitions, closing day often feels like the finish line. Documents signed, wires confirmed, relief all around. But the true measure of a transaction is not taken at closing. It is in the future, when integration is underway and the deal’s value is either being realized or slipping away. The Scenario A company… Read More

Navigating Board and Management Authority in WA Business Entities Last year, the Delaware Court of Chancery issued a decision in West Palm Beach Firefighters’ Pension Fund v. Moelis & Co. 211 A.3d 809 (Del. Ch. 2024), striking down several provisions of a stockholder agreement that gave the founder sweeping control over corporate governance. The ruling… Read More

How Poor Structuring and Documentation Led to Litigation In the recent Washington Court of Appeals case of Wake Up, Inc. v. Roasters Holdings, LLC, 2025 Wash. App. LEXIS 1909 (Wash. Ct. App. 2025), the court tackled a complex post-acquisition dispute involving coffee franchises, multiple LLCs, and allegations of fraud and breach of contract. The decision… Read More

3-Part Series – How Accountants Steer M&A—A Lawyer’s Insight Closing day is a milestone, but it’s not the finish line. Post-close, the real work begins. Integration, tax structuring, and compliance all come into play. And once again, accountants are at the center of it. Integration: Where Systems Meet Strategy Post-merger integration is where good deals… Read More