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...
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...
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....
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....
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....
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....
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....
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. ...
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...
News Roundup: Noncompete Clauses; IKEA Bootcamp; Crowdfunded Litigation
A weekly collection of Seattle-area business law news and events: how noncompete clauses affect workers, a unique model for financing litigation, and more...
