Recent News

After all the back and forth, finally, the Corporate Transparency Act (“CTA”) ping pong match is over. On March 26, 2025, the US Department of Treasury, along with the Financial Crimes Enforcement Network (“FinCEN”), published their interim rule solidifying CTA compliance obligations on the Federal Register (found here) (the “Interim Rule”). The Interim Rule provides… Read More

On March 2, 2025, the U.S. Treasury Department (the “Treasury Department”) issued a press release announcing that, with respect to the Corporate Transparency Act (“CTA”), it will “not enforce any penalties or fines associated with the beneficial ownership information reporting rule under the existing regulatory deadlines.” Furthermore, the Treasury Department stated it will “not enforce… 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

In 2022, the Washington State Legislature adopted several significant changes recommended by the Washington State Partnership Law Committee. In a previous post, I discussed two of these significant changes: (1) a member may voluntarily withdraw from a limited liability company at any time; and (2) a transferee of all of single-member’s LLC interest is automatically… Read More

Introduction Since approximately 2010, I have had the privilege of participating in Washington’s Partnership Law Committee.  One of the functions of the Committee was to completely revise our LLC Act, which was achieved in 2016.  The Committee continues to work to improve our LLC Act and the 2022 legislature adopted several significant changes dealing with… Read More

As a New Year’s treat, this week’s post will be a twofer. We will now discuss Yakuel v. Gluck, a convoluted case involving the entity Agency Within LLC (hereby referred to as the “Company”). The Company’s Shareholder and LLC Agreements priced a buy-out option subject to the “final and binding” determination of a third-party appraiser,… Read More

Buy-sell provisions are a significant portion of owner agreements for any closely held business. In the past, we have discussed the Shotgun Buy-Sell Agreement, the “I cut, you choose” method of deadlocked dispute resolution.  Today, we tackle different triggering and valuation mechanisms showcased in a case out of New York, Estate of Connie Collins v.… Read More

The Corporate Transparency Act (CTA), passed on January 1st, 2021, becomes effective in 2022 and aims to fight money laundering and other illicit activity. In this week’s blog post, we will outline the CTA and discuss how businesses can comply with its requirements. The Basics Essentially, the CTA requires reporting companies to disclose beneficial ownership… Read More

Published in 2007, Bishop of Victoria v. Corporate Business Park became a seminal case in the state of Washington with respect to LLCs and fiduciary duties.  Times have changed, however, and the law has developed since 2007. Over the next few weeks, we will discuss some of these developments and how current law applies today… Read More