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...

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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...

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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...

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