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Dont Let It Come To This

On the subject of business “divorces” . . .

Getting into business with another person is like getting married. They start their businesses with their best friends or family member with the idea of “hitting it big”. They decide that because they trust each other, they’ll be 50/50 partners in everything. They set up a limited liability company or corporation and begin doing business.…

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Noncompete Agreements

Noncompete Agreements: How Solid Is Yours?

There are many misconceptions and assumptions regarding the use and effectiveness of noncompete agreements. This is not too surprising considering that judicial enforcement of these agreements is very fact-intensive and situation-specific. There are no bright-line rules to help business owners determine whether a noncompete agreement will be enforceable, so it can be challenging to craft…

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China International Import Expo

 BIG NEWS!! I will be going to Shanghai, China in November to represent several of my clients along with my own law practice at the China International Import Expo! I’ll be going with the Thurston County Economic Development Council who in turn is going with the Washington (State) Department of Commerce and 20+ other business-related entities under the “Choose Washington…

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The Impact of South Dakota v. Wayfair on Small Businesses

Last week, the Supreme Court of the United States (“SCOTUS”) handed down its much-anticipated decision regarding a state’s ability to collect sales tax from out-of-state merchants on transactions with in-state residents.  In South Dakota v. Wayfair, SCOTUS overturned its previous decision in Quill v. North Dakota, and held that states can require vendors to collect sales…

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Be Careful with your Business by Being Wary of Equal Ownership Splits

While setting up a partnership or multi-member LLC, each partner or member having equal ownership in the entity makes a lot of sense. Even though the partners may be doing different work in different capacities (i.e., one person creates the product, one person does the marketing, one person provides the capital, etc.), it’s still understood…

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Choose your Partners (Hip Representative) Carefully- The Impact of the New Partnership Audit Rules

In 2015, Congress in its infinite wisdom changed the rules on how audits of partnerships (and multi-member LLCs) were to be conducted beginning on January 1, 2018.  Before the change, a tax matters partner (or member) handled an audit of partnership tax returns, but the tax matters partner couldn’t do a whole lot except for…

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Estate Planning with Limited Liability Companies and the Problem with California

In my estate planning practice, in certain circumstances, I utilize limited liability companies as a means of transferring investment assets, including real estate, to the beneficiaries under the client’s Last Will and Testament or Revocable Living Trust.  Aside from asset protection (protection from creditors and other third party claims), I recommend LLCs to avoid probate…

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Pacific Foods Accused of Being Under Valued $250 Million In Campell Soup Co. Acquisition

Michael Lynch v. Pacific Foods of Oregon, Inc., et. al. involves the issue of valuing a closely-held family business and its ownership interests in the event of death or other trigger event (disability, divorce, etc.). I’m sure most everyone in the Northwest knows of Pacific Foods, the organic food processing company. In this case, one of…

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The Power (and Abuse of Power) of Durable Powers of Attorney

In my many years of practice, I’ve always advised current and potential clients that Durable Powers of Attorney are very powerful and potentially very dangerous documents.  Durable Powers of Attorney allow a person to designate and authorize someone else to act on their behalf in managing their financial affairs (such as investment accounts) and making…

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What Would Amazon Do? Sales Tax and the Internet

I’m sure you’ve heard that buying stuff on the internet is becoming more and more common; in fact, internet sales accounted for almost 12{cac35268b59b7e75be776053d4742f8c077751d3c6f5d87e36f9e66cb6a20ae6} of all retail sales in the United States in 2016 (  For better or for worse, people are starting to prefer shopping in their pajamas over visiting local businesses (editor’s note:…

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