Tag: Business law
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M&A Trends – Survival Periods and No-Recourse Terms
In the high-stakes arena of M&A, the survival period—the window during which a buyer can bring claims for breaches of representations and warranties—is a primary lever for risk allocation. The 2025 ABA Deal Points Study reveals a market increasingly defined by a binary choice: traditional indemnification or the “public-style” no-survival model. The Decline of Express…
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Foreign Money Judgments in Washington Still Need a Washington Hook
In Alterna Aircraft V B Ltd. v. SpiceJet Ltd., the Washington Supreme Court held that a creditor seeking recognition of a foreign-country money judgment must identify Washington property if there is no general or specific jurisdiction over the debtor here. What Happened Washington has adopted the Uniform Foreign-Country Money Judgments Recognition Act, which allows certain…
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Washington Expands Background Check Protections for Workers with Criminal Records
Washington’s Fair Chance Act has limited when employers can ask about criminal history (i.e., conduct background checks) since 2018. But 2025 amendments to the law go further. Enacted as EHB 1747, the changes do not replace the original law so much as expand it: the earlier statute focused mainly on when employers could seek criminal-record…
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Regulatory Shift: DOL Proposes New Standards for Independent Contractor Classification
On February 26, 2026, the Department of Labor (DOL) introduced a Proposed Rule aimed at redefining the boundaries between employees and independent contractors. This update marks a pivot away from current standards, moving toward a framework that mirrors the 2021 “employer-friendly” guidelines. Notably, the DOL intends to apply this classification logic not just to the…
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Ninth Circuit Upholds Religious Hiring Preferences
The Ninth Circuit Court of Appeals recently bolstered the legal standing of religious employers in Union Gospel Mission of Yakima v. Brown. Interpreting the Washington Law Against Discrimination (WLAD), the court upheld a preliminary injunction that prevents the state from penalizing the Mission for its faith-based hiring preferences. This decision continues a broader judicial trend…
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Understanding Washington’s Tax Penalties and How the Voluntary Disclosure Program Can Help
Operating a business in Washington comes with many responsibilities, and staying on top of state tax obligations is one of the most critical. However, many business owners—especially those operating from out of state or just starting out—may unknowingly overlook certain tax requirements. Ignoring these obligations can lead to significant financial penalties. The good news? The…
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New reporting classifications for Service and Other Activities B&O
Effective Jan. 1, 2026, the following Service and Other Activities B&O tax classifications have been renamed as follows: Please note: If you previously reported under the combined Service & Other Activities and/or Gambling Contests of Chance (less than $50,000 a year) B&O tax classification and you have gross income from gambling activities less than $50,000 per year, you must begin…
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New Sales Tax Obligations: Key Professions Impacted by Washington SB 5814
Effective October 1, 2025, Washington has implemented a major shift in its tax landscape through Senate Bill 5814. This legislation “modernizes” the tax code by reclassifying several traditionally exempt service sectors as “retail sales.” If you operate in any of the following fields, you are now required to register for a retail tax endorsement, collect…
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Why You Should Transfer Property to a LLC Before Renting
So, you’ve got a fantastic property in the Evergreen State and you’re ready to jump into the rental game. That’s great! But before you hand over the keys and start cashing those rent checks, there’s one critical step you might be skipping: transferring that property into a limited liability company or LLC. While it may…
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Baskets & Caps
When businesses change hands, the journey can be full of unknowns. From a buyer’s perspective, what if the financial records aren’t as tidy as they seemed? From a seller’s perspective, how long will they be on the hook for potential problems with the business they just sold? This is where tools like baskets, deductibles, and…