Recent News

Draft carefully, because ambiguous drafting may leave you at the mercy of default rules of the LLC Act.  A recent Wisconsin Supreme Court decision, Marx v. Morris, 925 N.W.2d 112 (Wisc. 2019), illustrates the need for careful drafting. The Case’s Significance Before delving into the facts and dispute arising out of Marx, it is important… Read More

In last week’s post, I identified some of the key distinctions when one holds an interest in an LLC, but is not a member (see here).  Members and transferees hold different rights. This post seeks to further explore the similarities and differences between members and transferees. Rights of Members and Transferees Members and transferees share… Read More

You may have heard that “membership has its privileges.”  But what if a person has an interest in an LLC but is not a member?  In general, such a person is a “transferee” and holds only a “transferable interest.” Transferable Interest Defined Under RCW 25.15.006(20) a transferable interest “means a member’s or transferee’s right to… Read More

In Washington, partnerships may be formed without a written agreement.  In 2016, Washington amended its LLC Act (RCW 25.15 et seq.) to allow oral LLC agreements. However, just because you can have oral partnership and LLC agreements does not mean you should—this is the lesson learned from the recent Washington Court of Appeals case, Samra… Read More

This post keeps with the theme developed over the past couple weeks of derivative actions, this time in their application to limited liability companies. Interestingly, Washington’s Division Three Court of Appeals threw practitioners a “derivative action curveball” in the 2016 opinion Holman v. Brady, No. 33114-8-III, 2016 WL 4921457 (Wn. App. Sep. 13, 2016). This… Read More

“Until our legislature declares otherwise, Washington is a demand futility state and follows Delaware.” This phrase in the Washington Supreme Court opinion In re F5 Networks, Inc., 166 Wn.2d 229, 240, 207 P.3d 433 (2009) had a significant impact on derivative action litigation throughout the State of Washington. I write this post in an effort… Read More

The derivative action is the source of increasing consternation throughout the legal industry. Today’s post brings a little insight into the fundamentals of a derivative action in Washington. What is it? A derivative action permits a shareholder or member the right to sue third parties on behalf of the entity. The purpose behind the derivative… 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

In keeping with last week’s theme, this post discusses reverse veil piercing. Reverse veil piercing is the process by which an entity’s assets may be used to satisfy a judgment against a member/shareholder/partner in their individual capacity. Reverse veil piercing is the opposite of corporate veil piercing, where the assets of the member/shareholder/partner may be… Read More