Recent News

Legal due diligence is the process by which a buyer’s attorneys systematically review the legal health of a target business before committing to a purchase. It is not glamorous work, but it is among the most valuable work done in any transaction. The goal is not to find reasons to walk away from a deal—it… Read More

[NOTE: This blog entry originally published on September 3, 2026, has been updated to address new developments in the case.] The King County Superior Court’s recent rulings in favor of the plaintiff in an unfair competition business dispute (Elysian One, Inc. v. Evasick et al., No. 24-2-27142-2 SEA) will have a major impact on the… Read More

In this webinar, Attorney C. Michael Kvistad from our Business, Mergers and Acquisitions Group discusses "Working with Accountants in MNA Transactions” https://youtu.be/1UTjHRq8-Xg?si=sYw9QzBXlx9R-SEZ&t=13 Read More

When a buyer and seller agree on a purchase price, many people assume the hard part of the negotiation is over. In reality, some of the most consequential decisions in any M&A transaction are made after the headline number is set—starting with the fundamental question of deal structure. Whether the transaction is structured as an… Read More

Revenue is what most business owners focus on when thinking about valuation. Revenue matters—but sophisticated buyers do not just look at how much revenue a business generates. They look at the quality and durability of that revenue: how it is contracted, how long it has, how protected it is, and whether it will survive a… Read More

In the world of mergers and acquisitions, "sandbagging" refers to a buyer's decision to proceed with a transaction despite discovering—before closing—that one or more of the seller's representations and warranties are false. The buyer closes the deal anyway, then later asserts an indemnification claim for the breach. The practice raises a fundamental question: should a… Read More

In this webinar, Attorney David C. Tingstad from our Business Mergers and Acquisitions Group discusses "What is Disclosure in M & A Deals?" https://youtu.be/mWVAOsmm5pk?si=M1flGHmT4ZBzUe6O&t=13 Read More

Ask a small business owner whether they have an operating agreement or shareholder agreement, and many will say yes. Ask them when they last read it, and the answer is usually “when we signed it,” often years or even decades ago. These foundational governance documents are among the most important legal instruments a business can… Read More

Closely held business disputes frequently trigger complex ethical traps for legal counsel. Conflict issues routinely arise during derivative actions when minority owners allege misconduct against majority controllers. Understanding how to handle dual representation can protect both the clients and the lawyer. The Pitfalls of Dual Representation in Derivative Actions A derivative lawsuit creates an inherent… Read More