This is the third post in a series examining Washington law on noncompete agreements.

In the first, we provided an overview of the major changes to Washington law regarding noncompete agreements under new legislation that Governor Inslee signed into law on May 8, 2019.

In the second, we discussed how Washington courts evaluate the reasonableness of a noncompete agreement to determine its enforceability.

In this post, we take a closer look at the key elements of the new statutory scheme governing noncompete agreements, so that employers and employees can be attuned to how recent changes may impact their rights and risks.

In this era of tightening federal budges and periodic government shutdowns, there can be no guarantee that any particular federal courthouse will be open for business—or even in existence—at the time an agreement spawns litigation. Under a recent Ninth Circuit decision, such a closure could be more than inconvenient: it could cut off a party’s bargained-for access to federal court.

When a company hires senior employees, it may invest a great deal of time and money training them.  Employees also may receive access to confidential client lists, relationships with customers and vendors, or proprietary business information.  So what happens when employees move on, taking that training and knowledge with them?

Will banning certain non-compete agreements protect employees and foster competition?  Washington state legislators and Governor Inslee think so.

Chambers and Partners USA have issued their 2019 Guide to the Top Lawyers and Law Firms in the USA, and we are pleased to report that Savitt Bruce & Willey again has been highly rated, and that our partners David Bruce, James Savitt and Steve Willey have each been recognized by Chambers as leading practitioners.

The inherited wisdom about wage-and-hour class actions is that they settle after certification.  The assumption is that certification in wage-and-hour class actions is the decisive battle in the war; if lost, the only question is how big the price tag is going to be—the sooner it settles the less it costs.  Certification is the beginning of the end.

On February 20, 2019 we posted about whether the Bezos’ divorce would impact SEC disclosure requirements for public companies.  In this regard, Amazon’s recent filing may offer additional support to those who wish to argue that personal matters impacting management, or a shareholder who owns a controlling stake in the company, should be disclosed.

SBW is pleased to report that our partner Steve Willey has been named a “BTI Client Service All-Star” for 2019.

Unique among those who review or rate legal services, BTI’s appellation relies only on the input of clients, predominantly major companies.  No attorney or firm can self-nominate, self-refer, nor pay to be included in this report, and peers at the bar also have no say.  Clients have the final–and only–say in the identification of those named.  To be included in the BTI report, an All-Star lawyer must be singled out–by name and in an unprompted manner–as delivering the absolute best client service.  Read more about BTI here.

Minority shareholders—those who don’t own a controlling interest in a corporation—frequently do not have a say in corporate financial or management decisions.  And in closely held corporations, such shareholders also may not be able to easily sell their stock.  But the law provides certain protections.  Among other things, Washington law gives minority shareholders the right to inspect certain corporate records.  Minority shareholders also have the right to bring a suit on behalf of the company under circumstances where the controlling shareholders can’t or won’t bring one (a “derivative” lawsuit).  Perhaps most important, minority shareholders have legal rights that offer some protection against “oppression” by controlling stockholders.

When used effectively, Rule 68 of the Federal Rules of Civil Procedure gives defendants a powerful and often underestimated tool.  Rule 68 allows “a party defending against a claim” to serve an offer of judgment with “the costs then accrued.”[1]  The offeree then has 14 days to accept the offer, or the offer is considered withdrawn.  If the offer of judgment is not accepted and the judgment that the claimant eventually obtains “is not more favorable than the unaccepted offer,” the claimant “must pay the costs incurred after the offer was made.”[2]