We provide legal counsel in a broad range of areas, including entity formation, business and financial contracts, business/partnership dissolutions, personnel policies, employment contracts, and cooperatives.
We provide careful up-front planning to accomplish our clients’ goals and avoid unnecessary legal expenses in the future. We leverage years of experience holding people accountable in court to help your business avoid exposure and liability.
Prior to starting a business, you can reduce risks and increase your chance of success with sound planning, preparation, and legal advice. The form you choose for your business will impact your tax status, the number of tax returns to file, owners’ liability protection, the owners’ relationships with each other, and earnings distributions. Obtaining written partnership agreements in the beginning can avoid costly legal disputes in the event that one partner later decides to call it quits, or sees partnership obligations differently.
In Washington, business owners have multiple business entity options, each with their own advantages and disadvantages, including:
- Sole Proprietorship
- Partnership (General or Limited) – RCW Title 25.
- Corporations (Type S, or Type C) – RCW Titles 23 and 23b.
- Limited Liability Companies (LLCs) – RCW Title 25.
- Social Purpose Corporations (B Corps) – RCW Title 23, Chapter 25.
- Worker Owned Cooperatives (Employee Cooperative Corporations) -RCW Title 23, Chapter 78.
- Limited Liability Partnerships (LLPs) – RCW Title 25, Chapter 10.
Get the legal aspects out of the way early in the process of starting your business.
Business and Financial Contracts
Entrepreneurs sometimes opt to negotiate deals without the help of a lawyer. Some transactions, though, put a lot on the line. Before negotiating or finalizing a deal, you should ask yourself, how much am I putting on the line with this agreement? Do I even understand this agreement well enough to know how much I am risking? If they don’t pay, how much am I out? Do I have adequate security? Do I need a personal guaranty? Or on the other hand, if I miss a payment, and they foreclose on this collateral, will that put me out of business? Sometimes, lenders ask for more collateral than they need. And loan documents may leave out essential provisions that protect borrowers, such as notice and opportunity to cure.
While some things you can do on your own, for others its best to consult a lawyer. We are happy to help.
Personnel Policies and Employment Contracts
Washington is an at-will state. That means an employee maybe fired for any non-prohibited reason (prohibited reasons include race, gender, sexual orientation, age, disability, etc.). Sometimes, though, employees give up other valuable opportunities, and may ask for an employment contract, protecting them from termination during the term of employment.
Some businesses entrust their employees with valuable information, such as customer lists and trade secrets. It may be appropriate for an employee to sign a non-compete, or confidentiality agreement. If the agreements fail to comply with Washington law, though, they can be unenforceable or only partly enforceable. Also, some employment agreements may contain provisions that are overly onerous for the employee. We help employers and employees negotiate the employment relationship.
Employers who fail to take discrimination, harassment, and complaints seriously can face substantial liability. Employers should have a complaint process that works for their business and employees. One size does not fit all. The complaint process should be carefully tailored to suit the situation. It can be worse to have an ill-fitted complaint process than it is to have no process at all.
If you are an employer or employee and you have questions, we are happy to hear from you.
Sometimes partners part ways. A good agreement up front can avoid legal fees in the end. But even the best agreements are subject to business disagreements, fraud, and breach of fiduciary duties. You may need an attorney in the negotiation of a separation agreement, or at closing. We know that when a business is failing, debts need to be paid and tensions are often high. We help people find their way out of difficult situations without litigation. If litigation is required, we have experience getting cases successfully resolved for our clients at mediation, arbitration, trial, and on appeal.
Call us to protect your rights.
Worker Owned Cooperatives
We support worker owned cooperatives, and the solidarity economy. Traditional corporate models have failed us in important ways. Corporations are a relatively modern experiment. Worker-owned cooperatives are not a new idea, but we are seeing a resurgence in their popularity. People are choosing cooperative solutions because they want to see a more cooperative world, where profit for shareholders is not the only motive, a world full of communities based on trust and accountability, a world where people take personal responsibility for their actions and are able to hold those we do business with accountable for theirs. This is the solidarity economy.
Business owners are finding that a worker owned cooperative conversion may be a better option than selling the business to a stranger. The people with the most intimate knowledge of the business (the employees) can be the new owners. We have worked with lenders who are recognizing the value of the collective wisdom of the employees and are happy to fund this so-called “non-traditional” form of business.