General Business Counsel

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A Rock and a Hard Place: Homeowners’ Associations

Homeowners’ and community associations (“Associations”) play a pivotal role in managing the collective aspects of residential communities. The basic premise of an Association is this: the Association is funded by fees collected from homeowners, and in return are tasked with the responsibility of maintaining common areas, shared amenities, and enforcing rules decided by the community. […]

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Understanding the Role and Importance of Registered Agents for Your Entity

Running a business or nonprofit has numerous administrative tasks and legal requirements that must be managed. One often overlooked task is the appointment of a registered agent. In this blog post, we’ll delve into what registered agents are, why they are necessary, and how they benefit your business. What is a Registered Agent? A registered

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New Rules for Independent Contractors

On January 9, 2024, the U.S. Department of Labor issued a final rule that will change how companies classify workers as employees or independent contractors, starting on March 11. Specifically, the Department of Labor’s rule states that workers are to be considered employees rather than  when they are “economically dependent” on a company. Background This

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Demystifying the Corporate Transparency Act: What small businesses can expect

The Corporate Transparency Act (CTA) went into effect on January 1, 2024. The Financial Crimes Enforcement Network of the United States Treasury Department (FinCEN) enacted the CTA to enhance transparency into business transactions, promote accountability, and mitigate financial crimes. FinCEN is tasked with collecting information from small businesses about their beneficial owners. The information that

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Nonprofit Considerations under the Corporate Transparency Act

For those of you who have read some of our past blog posts, you may know that the new legislation impacting corporate entities, limited liability companies, and nonprofit corporations is the Corporate Transparency Act (the “Act”) which becomes effective January 1, 2024. For general information about this Act, I encourage you to check out George

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Can Association Members Be Bound by Unrecorded Declarations?

Yes, is the short answer. The long answer is yes if certain facts exist within your Homeowner Association (“HOA”) or other Community Association (both of these may be generally refer to as “Association”). The longest answer is that Washington state courts are likely to bind someone to unrecorded restrictions, rights, and obligations.   Background The situations

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AI for CTA and nonprofits

The Corporate Transparency Act and Tax-Exempt Organizations

In the realm of financial transparency and regulation, the Corporate Transparency Act (“CTA“) stands as a significant milestone. Enacted to counter money laundering, terrorism financing, and other financial crimes, this legislation introduces a comprehensive set of rules to enhance corporate accountability. While its primary targets are corporations and limited liability companies, the implications of the

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Email Disclaimers: Legally binding or Burdensome?

In the digital age, email is an indispensable tool for communication in both personal and professional spheres. However, as the reliance on email grows, so does the need to protect sensitive information and establish clear communication boundaries. This is where email disclaimers, their legal enforceability, and the various reasons organizations and individuals use them comes

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M&A and IP law

Navigating Intellectual Property Issues in M&A Transactions

In today’s fast-paced business landscape, merger, and acquisition (“M&A”) transactions have become a common strategy for companies looking to expand their reach and capabilities. However, amidst the excitement of M&A deals, one crucial aspect often tends to get overlooked – the transfer of intellectual property (“IP”). IP, encompassing patents, trademarks, copyrights, and trade secrets, holds

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Indemnification Tools When Buying or Selling a Business

There are several ways to broaden or limit indemnification provisions in your purchase and sale agreement. We discuss a few of the tools (caps, baskets, carve-outs, and escrow accounts) below. Caps Indemnification provisions can expose both parties to unlimited liabilities and risks. One indemnification tool is an indemnification cap. Indemnification caps are contractual provisions that

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