Recent News

Protecting Earnout Value When the Seller Steps Down

Washington State Business Lawyer C. Michael Kvistad | 10/13/2026
This is Part 2 of a two-part series on structuring and enforcing earnouts in middle-market M&A transactions. If you missed it, read Part 1: Revenue vs. EBITDA: Choosing the Right Earnout Metric to see how setting the right financial targets impacts the deal. When a merger or acquisition utilizes an earnout to bridge a valuation… Read More

Structuring Deals Around Washington’s 2027 REET Shifts

Washington State Business Lawyer C. Michael Kvistad | 10/13/2026
In one of my previous posts, What the 2027 Washington Real Estate Excise Tax Shifts Mean for You, I broke down the statutory rate tier adjustments taking effect under RCW 82.45.060 on January 1, 2027. While those upward bracket shifts may provide meaningful tax savings on higher-value properties, Washington’s Real Estate Excise Tax (“REET”) structure… Read More

Revenue vs. EBITDA: Choosing the Right Earnout Metric

Washington State Business Lawyer C. Michael Kvistad | 10/13/2026
This is Part 1 of a two-part series on structuring and enforcing earnouts in middle-market M&A transactions. Part 2 focuses on post-closing operational covenants and governance. When negotiating an earnout in a middle-market M&A transaction, choosing the underlying metric is one of the most critical decisions both parties will make. The two primary choices, gross… Read More

From Compliance to Virtuous Conduct

Washington State Litigation Lawyer Marc Rosenberg | 10/7/2026
Does Following Washington’s Rules of Professional Conduct Make a Lawyer Virtuous? Lawyers in Washington must follow the Washington Rules of Professional Conduct (“RPC”). These rules impose duties involving competence, diligence, communication, confidentiality, conflicts of interest, candor, fairness, and the administration of justice. Compliance protects clients, supports the legal system, and promotes public confidence in the… Read More

Monster Mad Dash 5K – Edmonds School District

Beresford Booth | 10/7/2026
Beresford Booth was a proud sponsor of the 18th Annual Monster Mad Dash 5K held at Lake Ballinger last Saturday. This community celebration is put on by the Foundation for Edmonds School District in an effort to raise critical funds to support students and various unmet needs throughout the Edmonds School District. Beresford Booth had… Read More

Earnouts: A Creative Solution or a Recipe for Post-Closing Disputes?

Washington State Business Lawyer Andrew J. Tingstad | 10/5/2026
Earnout provisions are among the most creative and, simultaneously, the most litigated structures in M&A transactions. When a buyer and seller cannot agree on purchase price because they disagree about the future performance of the business, an earnout can bridge the gap—allowing the seller to receive additional consideration if the business achieves agreed-upon milestones after… Read More

Why Do Appeals Take So Long? Understanding Delay in the Washington Court of Appeals

Washington State Litigation and Business Lawyer J Patrick Diener | 10/5/2026
One of the most common—and most difficult—questions clients ask during an appeal is: Why is this taking so long? An appeal can take a surprisingly long time to reach oral argument. And even after the lawyers have argued the case, months can pass before the Court of Appeals issues its decision. That silence can be… Read More

Beresford Booth Announces the Election of Ryan Foltz to Partner

Beresford Booth | 10/5/2026
Please join us in congratulating Ryan Foltz, Beresford Booth’s newest partner. Ryan joined Beresford Booth four years ago as a construction lawyer representing owners, developers, contractors, and design professionals in all phases of construction disputes. After years of experience as a partner at national and Seattle law firms handling complex construction and commercial litigation, he… Read More