Recent News

When Delaware speaks, deal lawyers listen. And in In re Dura Medic Holdings, Inc., Consolidated Litigation, Cons. C.A. No. 2019-0474-JTL (Del. Ch. Feb. 20, 2025), the Delaware Court of Chancery clarified two issues that routinely shape private M&A negotiations: (1) Whether Delaware remains a pro‑sandbagging jurisdiction, and(2) When a buyer can use a transaction multiple… Read More

Taylor Swift is many things – artist, cultural force, economic engine – but she’s also something business owners sometimes overlook: a disciplined, strategic brand manager. Her recent trademark activity is a reminder that protecting your brand is not optional. It’s a core business function. Swift’s team has filed trademark applications for everything from album titles… Read More

In this webinar, Attorney Caleb J. Tingstad presents "Compensation for Washington Shareholders and LLC Members" Read More

The Washington State Legislature has just declared “… all noncompetition covenants are void and unenforceable.”  In the same statute, the legislature substantially restricted a business’ ability to enforce nonsolicitation agreements.  The statute goes on to provide that all employers must notify all current and former employees and independent contractors that their noncompetition agreement is unenforceable.… Read More

A cautionary example for Washington businesses: a "manager" title can still lead to overtime liability Many Washington employers assume that paying a salary and giving an employee a "manager" title is enough to treat the role as overtime-exempt. In practice, that assumption can be expensive. A recent lawsuit filed in the U.S. District Court for… Read More

This is Part 4 of my four‑part series on indemnification clauses. In Part 3, we looked at baskets and caps, the tools that limit when indemnity starts and how far it goes. Now we turn to carve‑outs and survival periods, two concepts that can quietly expand or extend liability. These terms often appear deep in… Read More

This is Part 3 of my four‑part series on indemnification clauses. In Parts 1 and 2, we covered what indemnification is, why it matters, and the red flags that show up most often in Washington contracts. Now we turn to the more advanced tools, the levers sophisticated parties use to control, limit, or allocate risk… Read More

When most people hear “due diligence,” they picture million-dollar deals, corporate boardrooms, and hours upon hours of detailed review. But in reality, due diligence shows up in much smaller—and much more ordinary—places. So, What Is Due Diligence? Due diligence is the level of reasonable care you take before entering into a transaction. In practical terms,… Read More

In this webinar, Attorney C. Michael Kvistad discusses "Indemnity Explained: The Clause That Decides Who Writes the Check" Read More