Recent News

When drafting LLC agreements, practitioners ought to remember that LLC interests may be securities subject to both state and federal securities laws. When an LLC interest becomes a security, additional disclosures of  “material facts” are required.  Without such disclosures, personal liability for securities fraud looms. The recent Washington Court of Appeals case of Freeman v.… Read More

February 18th, 2021 David C. Tingstad, Per E. Oscarsson, Eli K. Yim, and Sarah C. Smith discuss tax issues with LLCs. Read More

Lawyers advising LLCs and their members must understand capital accounts from a tax perspective. When LLCs are taxed as a partnership, a member’s capital account reflects a portion of a member’s economic interest in the LLC. The tax regulations surrounding capital accounts are lengthy and complex, but understanding the basics allows practitioners to fully counsel… Read More

Real estate investors frequently come to me seeking advice regarding placing their investments into business entities for asset protection and other business reasons.  Almost always, the LLC is the entity of choice for real estate investments. The reasons behind this simplistic answer, however, are far more complex. Realization Events Under the Section 1001 of Tax… Read More

As I have noted previously (along with numerous other commentators), LLCs are not corporations. Both the basic structure of, and the laws applicable to, each respective entity are significantly different.  However, there may be similarities as to the tax structure of LLCs and corporations if the LLC members so elect. A corporation can choose only… Read More

January 21st, 2021 David Tingstad, Per Oscarsson, Eli Yim, and Jennifer Takamoto discuss issues with the formation of a new business. .pdf download of January 21st presentation Read More

Cash-mergers are one way controlling members of LLCs can legally extinguish the interest of minority members.  One of the leading commentators on “business divorce” is New York lawyer Peter Mahler.  This week, Peter outlined an influential New York appellate decision (see here), which dramatically alters the ability of controlling members of LLCs to oust minority… Read More

Most people with some experience in real estate transactions are aware of a seller’s duties generally to disclose to the buyer adverse material facts about the property being sold.  But what duties do brokers have in this regard?  Washington law imposes on brokers certain non-waivable duties owed “to all parties to whom the broker renders… Read More

When buying or selling residential or commercial real estate, the transaction can be mercifully simple- you work with your agent to sign the Purchase and Sale Agreement, work through lending and escrow, and sign a pile of paper to close. But it isn’t always simple: Is my fence on my neighbor’s lot? Do my neighbor’s… Read More