Business Law

Understanding and Protecting Trade Secrets

Trade secrets are items of confidential information that businesses use to gain an advantage over their competitors. For some businesses, trade secrets are significant assets. Laws governing the use, disclosure, and protection of trade secrets are important for most business owners to understand.

Both state and federal laws govern trade secrets. At the federal level, trade secrets are protected by the Defend Trade Secret Act (DTSA). Most states have adopted some from of the DTSA in their protection of trade secrets. In Washington, the Washington Uniform Trade Secrets Act (WUTSA) clarifies what information is worthy of trade secret protection and defines remedies for misappropriation of this information.

To understand how trade secrets may impact your business, it’s important to know what qualifies...

— Gideon Dionne

Business Law

Dissenter’s Rights in Washington State

Minority shareholders in any company may not always agree with the majority. In many states, including in Washington, state law grants those minority shareholders (and members) certain “dissenter’s rights” that allow them to avoid being coerced by the majority shareholders into a “less than good for the minority shareholder” deal. Particularly, when a minority shareholder in a corporation or minority member in a limited liability company thinks that a company is worth more than the agreed price in a sale or merger, that shareholder or member may exercise its dissenter’s rights and demand fair value for its share of the company. In these cases, the court determines fair value and the acquiring company is required to pay that amount to...

— Gideon Dionne

Business Law

Understanding Contract Terms (Post 12): The Waiver Clause

We continue the Understanding Contract Terms series by explaining waiver clauses. Most contracts include some form of a waiver clause. Waiver clauses are important to understanding when contract provisions can be enforced and when certain actions may forfeit your rights under the contract.

What is a waiver clause?

In basic terms, the word “waive” means to give up a right or interest by choosing (intentionally or not) to let the opportunity to enforce the right or interest pass. Simply put, to waive something means to not enforce it.

Waiver clauses, then, are clauses in a contract that govern (1) how a party to the contract can waive a right and (2) what happens when a party to the contract waives the right.

To highlight how a...

— Jane Pryjmak

Corporate Finance & Securities

SEC says cryptocurrencies Bitcoin and Ether are not securities

SEC officer says cryptocurrencies Bitcoin and Ether are not securities, and offers guidance on why most ICOs will still be sales of securities....

— Kyle Hulten

Business Startup

Ask a CPA: How the Recent Tax Reform Affects Small Businesses

Since Congress passed the new tax bill at the end of 2017, many business owners have been trying to determine just how the legislation will affect them going forward. We took a few of the top questions our clients are asking and posed them to Jason Newman, a CPA with RH2 CPAs....

— Kyle Hulten

Corporate Finance & Securities

Initial Coin Offerings in SEC Spotlight

This month, Telegram reported raising $850,000,000 in a cryptocurrency offering. As companies like Telegram are demonstrating, initial coin offerings (sometimes called ICOs) are a viable way to raise capital. As ICOs become increasingly common, the SEC is prioritizing its regulation of those offerings....

— Kyle Hulten

Business Startup

Washington State Paid Family and Medical Leave

Washington State has passed a bill that grants paid family and medical leave to eligible employees. We explain how it works, how it will be funded, and how it will affect small businesses....

— Charlene Angeles

Corporate Finance & Securities

Intrastate Securities Offerings Under 3(a)(11) and Rule 147 & 147a

As we’ve discussed previously, the Securities and Exchange Commission (SEC) is the governmental body responsible for the regulation and enforcement of federal securities laws that govern both interstate securities offerings and intrastate securities offerings....

— Gavin Johnson

Corporate Finance & Securities

Friends and family financing round: Raising capital from non accredited investors

Is the family and friends round worth the costs and risks? After discussing the pros and cons with us, entrepreneurs often decide against raising money from family and friends. In today's post we'll talk about six different ways you could raise money from family and friends. ...

— Kyle Hulten

Contracts

Major Issues to Consider When Drafting or Reviewing a Non-Disclosure Agreement (NDA)

A non-disclosure agreement, or NDA, is an agreement that is meant to protect a party (or both parties) from losing control over all or parts of their valuable intellectual property. The NDA prevents one party from disclosing certain information belonging to the other party without permission. By preventing disclosure without permission, a party can maintain the value inherent in keeping certain intellectual property a secret from the outside world while still sharing that intellectual property with those who might help them build on it (or who might purchase the right to use it). But a non-disclosure agreement not thoughtfully considered can become a license for the other party to destroy or significantly diminish the value of your intellectual property. Here...

— Gideon Dionne