Recent News

When a business sale includes real estate, buyers often assume the property is “fine” because the business has operated there for years. That assumption can be costly. Real estate due diligence is its own discipline, and skipping steps can create problems long after closing. Start With the Basics: Title and Boundaries A title report will… Read More

When business owners prepare to sell their company, they tend to focus on the headline items: purchase price, closing conditions, and transition plans. But when the business owns real estate, the deed quietly carries sizeable weight that can impact your liability for years after the keys change hands. The Overlooked Asset in a Business Sale… Read More

When selling a Washington business that owns real estate, one of the earliest decisions is deceptively simple: Should the property be part of the sale, or should the seller keep it and lease it back to the buyer? Both approaches can work, but each carries different legal and financial consequences. Option 1: Sell the Property… Read More

For most business owners, the closing of an M&A transaction feels like the finish line. The wire transfer hits, the handshakes happen, and the company you spent years building belongs to someone else. But in transactional law, closing is not always the end—it can be the beginning of a period of continued financial exposure if… Read More

Washington law makes clear that across all Washington business entities, those in control (e.g. directors, officers, managers, partners) owe fiduciary duties. Traditionally, these fiduciary duties include the duty of care and loyalty. Sometimes, Courts include the duty of good faith and fair dealing within fiduciary duties as well. Controllers should understand that this includes what… Read More

In a recent blog post HERE, I referenced Trimm v. Kelly, No. 86734-2-I, 2025 Wash. App. LEXIS 2666 (Ct. App. Dec. 29, 2025) (unpublished), which adopted a new demand futility test for derivative claims under Washington law. A more thorough review of Trimm’s facts and analysis of Trimm is instructive for practitioners in assessing how… Read More

In 2009, Washington’s Supreme Court announced in In re F5 Networks that Washington follows Delaware with respect to its standard for pleading demand futility in derivative actions. A previous blog discussed that here. In 2021, Delaware’s Supreme Court announced an updated test for demand futility. This posed a question to Washington practitioners as to whether… Read More

As someone who has been deeply involved with limited liability companies since their inception in Washington in 1995, I am surprised by the questions that repeatedly arise.  One such question is: Am I a member?  A brand new Washington Court of Appeals case highlights some issues.  In Fisch v. FRR-Harmon, LLC (June 2026, WA), Michael… Read More

I had previously looked at Taylor Swift as a case study in trademark law, but her success isn't just about a name or a logo. It’s about brand ownership and control. For instance, when Swift decided to re-record her entire catalog, she wasn't just making a creative choice, she was executing a massive shift in… Read More