Recent News

The derivative action is the source of increasing consternation throughout the legal industry. Today’s post brings a little insight into the fundamentals of a derivative action in Washington. What is it? A derivative action permits a shareholder or member the right to sue third parties on behalf of the entity. The purpose behind the derivative… Read More

In conjunction with many practitioners throughout the State of Washington, I am pleased to announce that the new third edition of the Washington Partnership and Limited Liability Company Deskbook is now available online or in print.  The Third Edition completely replaces the 2010 edition. I am honored to have been selected as one of the… Read More

No two closely held business are alike.  In a corporate setting, following corporate formalities is critical for a host of reasons, including to maintain the separateness of the corporation from the shareholders.  A recent Washington decision, Nelson v. Vetter, Inc., No. 80144-9-I, 2020 WL 6036825 (Wn. App. Oct. 12, 2020), reminds us of the need… Read More

In the Washington Supreme Court’s recent opinion in Young v. Toyota Motor Sales, U.S.A., many plaintiffs’ attorneys added a bigger hammer to their tool belt. The case effectively broadens the applicability of Washington’s Unfair Business Practices Act (or Consumer Protection Act, “CPA”), RCW 19.86. Many civil litigants and their counsel should be aware of the… Read More

In the past, documents granting a power of attorney were often signed by the Principal, the person granting the power, and acknowledged by the Principal in front of a notary public.  The Uniform Power of Attorney Act adopted by the state of Washington in 2016, RCW 11.125 (the “Act”), provides more flexibility.  It allows for… Read More

Maybe. Imagine… You are just finishing up a divorce. Every property item is split, all the documents are signed, and you are just waiting for the court to bless your disunion. Your soon-to-be ex was entirely uncooperative has stopped all communication. Good riddance, you think. You find your next new home and purchase it by… Read More

In keeping with last week’s theme, this post discusses reverse veil piercing. Reverse veil piercing is the process by which an entity’s assets may be used to satisfy a judgment against a member/shareholder/partner in their individual capacity. Reverse veil piercing is the opposite of corporate veil piercing, where the assets of the member/shareholder/partner may be… Read More

Collecting a judgment is always a challenge, especially when the judgment debtor holds an interest in an LLC.  This article delves into the exclusive remedy available to creditors against judgment debtors with interests in a limited liability company: the charging order. Statute The charging order is a statutory remedy established by RCW 25.15.256 and available… Read More

This post compares the limited liability company (“LLC” – RCW 25.15) and limited liability partnership (“LLP” – RCW 25.05.500). LLC The LLC is perhaps the youngest and most popular entity of choice for entrepreneurs looking to start their business. An LLC combines tax and management flexibility with a liability shield for members. Nevertheless, there are… Read More