Recent News

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

Last week, we discussed capital contribution in the context of Moses Land Grow LLC v. Brickstone Holdings LLC. This week, as promised, we will discuss the Brickstone remedy for a failure to contribute capital. Brickstone Continued As you will recall, Fladseth and Moses Land Grow LLC (MLG) agreed to form Brickstone Holdings LLC (BH) to purchase and… Read More

Last week, we discussed different possible remedies for a failure to contribute capital. This week, let us consider a recent Washington Court of Appeals case, Moses Land Grow LLC v. Brickstone Holdings LLC, that helps to clarify the definition of a capital contribution. Moses Land Grow LLC v. Brickstone Holdings LLC In March of 2017,… Read More

Every business needs capital, so what happens when members form an LLC and promise to contribute capital but fail to follow through?  The breach of such a promise is foreseeable, so plan for it. Consider drafting provisions in an LLC Agreement that outline remedies when a member breaches their promise to contribute. Our discussion this… Read More

The premise of the shotgun buy-sell agreement is an age-old technique that dates back far beyond its legal history. Explore this analogy with me: one piece of grandpa’s famous chocolate cake remains from a family birthday party and both you and your sibling want that cake but cannot agree on who gets what size portion.… Read More

In the context of a business combination—whether it is an asset purchase, stock purchase, or merger—due diligence is critical to establishing and maintaining value.  A recent case from the Washington Court of Appeals (Clarity Capital Corp. v. Ryan, Newman, & Salish Wealth Mgmt.), though unpublished, highlights a couple of lessons when it comes to due… Read More

Fundamental information gathering requires one to answer questions relating to who, what, when, where, why, and how. In past postings, I have discussed the ‘how’ of acquiring an LLC membership (see, for example: An LLC Issued Me a K-1. What Am I?). As it stands, acquiring membership interest in an LLC rests on a host… Read More

In Washington, a court may order the dissolution of an LLC when “it is not reasonably practicable to carry on the limited liability company’s activities in conformity with the certificate of formation and the limited liability company agreement…” RCW 25.15.274.  While there is no guidance from Washington about the applicable standard, the Iowa Supreme Court… Read More