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?  Ex-employees sometimes are uniquely positioned to open up a competing business; as a practical matter, a company is often training its future competition.  The potential damage could be even greater ...

Will banning certain non-compete agreements protect employees and foster competition?  Washington state legislators and Governor Inslee think so. Non-compete agreements raise policy issues regarding the balancing of legitimate business interests with a worker’s right to freely seek employment—a right that some argue is increasingly important in the growing gig economy.  Like many states, Washington courts have stricken that balance by enforcing non-compete agreements that are “reasonable.”[1] Courts determine whether an agreement is “reasonable” by considering: (1) whether the restraint is ...

The Rights of Minority Shareholders in Washington 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 ...

Recently the chief executive and controlling shareholder of Amazon, Jeff Bezos, and his wife, the novelist MacKenzie Bezos, announced that they will divorce.  Thus far at least the news has not had a lasting effect on Amazon’s stock price, even though investors do not know how the couple’s 16% controlling stake in the company will be affected by the divorce.  Some have suggested that investors accept the couple’s assurances that their split will be amicable.  But what if that changes?  ...

In this day and age, news travels fast, and news of crises travels even faster.  Take, as an example, the forcible removal of Dr. David Dao from a United Airlines flight by officers last year.  The action, in which Dr. Dao was violently dragged off a plane after being seated in order to make room for a United employee, was videoed on a passenger’s cell phone and widely distributed—resulting in a public-relations mess for United. Managing publicity around a crisis requires ...

Washington’s Public Records Act (“PRA”) mandates the broad disclosure of public records in furtherance of the public policy of government transparency.[1]  Under the PRA, the media and ordinary citizens can request and obtain government records to stay informed about how their government is serving the public’s interest.  Government agencies must respond to these requests by conducting reasonable searches for responsive records, communicating with requestors, and providing the records for inspection and copying unless they are exempt from disclosure ...

A previous post in this blog discussed the impact that arbitration rules can have on how an eventual dispute is resolved. In arbitration, the parties can chose—or even make—the rules that will apply. Often they will chose, without considering, AAA rules. A recent decision by the Washington Court of Appeals, Raven Offshore Yacht Shipping, LLP v. F.T. Holdings, LLC,[1] illustrates how adopting what would appear to be a “standard” set of institutional arbitration rules ...

Duncan Manville, David Bruce, and Brandi Balanda presented at the Landslides in Washington CLE Conference on March 2nd and 3rd, 2017 in Seattle, WA. David Bruce discussed "After the Slide - Post-Disaster Government Communications and Actions". You may download his presentation materials by clicking here. Brandi Balanda presented "Beyond Oso: Understanding, Avoiding, and Mitigating Spoliatation Issues". You may download her presentation materials by clicking here. Mr. Manville, who was a program chair, spoke on the topic ...

Arbitration’s near-ubiquitous use in commercial contracts makes it appear to be a handy one-size-fits-all alternative to courtroom litigation for business disputes. Unfortunately, as with most things in the world of dispute resolution, looks can be deceiving. Here are several questions to ask when weighing whether arbitration will fit your particular business needs. How important is the case? As a general rule, the more important the case is to your business operations, the less likely you are to be content with ...

For Washington farmers, the distinction between managing a farm and managing a labor force just got fuzzier. While machines have greatly reduced the need for human labor, some farmers still need lots of workers to provide hands-on labor. On many farms, the need for help (as dictated by the crops themselves) is irregular, varying not only seasonally but even week to week and day to day. For generations, farmers have relied on farm labor contractors (FLCs) ...