Recent News

Working capital is a critical concept in the context of asset purchase and sale agreements (APAs) and stock purchase and sale agreements (SPAs), as it directly impacts the purchase price and ensures the financial stability of the acquired business during the transition. In these agreements, working capital is generally defined as the difference between current… Read More

Claims for judicial dissolution appear regularly in shareholder and LLC member disputes. Traditionally, dissolution requires the winding up of the entity’s business, the sale of its assets, and payment to all creditors, which can end successful businesses and threaten the livelihoods of owners and their employees. However, practitioners and clients frequently forget alternatives to judicial… Read More

Effective October 1, 2025, Washington will begin imposing retail sales tax on a broader array of services, including digital advertising. This change, enacted through Senate Bill 5814, amends RCW 82.04.050 to expand the definition of “retail sale” to include various digital and technology-related services. What’s Covered? The amended statute encompasses digital advertising services as well… Read More

Running a business in Washington without liability protection is like sailing stormy seas without a lifeboat. Without a clear divide between your personal and business finances, you face serious financial risk. Forming a Limited Liability Company (“LLC”) creates a layer of protection that sole proprietorships simply can’t match, shielding your personal assets from business-related liabilities.… Read More

Kahn v. Warburg Pincus, LLC: A Wake-Up Call for LLC Owners On April 30, 2025, the Delaware Court of Chancery issued a decision in Kahn v. Warburg Pincus, LLC, C.A. No. 2024-0523-LWW (April 30, 2025). The case highlights how powerful LLC Agreements can be—and how majority members can use them to shape deals in their… Read More

June 5th, 2025 Beresford attorney Andrew J. Tingstad discusses: Do I have a contract? What are its terms? "Battle of the Forms" Read More

Most small business owners are not familiar with the process associated with buying or selling a business. The process is comprised of four general steps: conversation, letter of intent or term sheet, contracts and closing. Conversation and Confidentiality The first step in the process is the initial conversation between the buyer and the seller, which… Read More

May 8th, 2025 Beresford Booth Attorney Eli K. Yim discusses Proposed Changes to the Estate and Capital Gains Tax in Washington State. Read More

In AMC Entertainment Holdings, Inc. v. XL Specialty Insurance Company, No. N23C-05-045 MAA CCLD, 2025 Del. Super. LEXIS 84 (Del. Super. Ct. Feb. 28, 2025), the Delaware Superior Court ruled that AMC’s stock-based settlement counts as a covered “Loss” under its Directors & Officers (“D&O”) liability insurance policy. This case shows how complex insurance coverage can… Read More