OSERAN HAHN
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Business & Corporate

Rule 506(b) vs. 506(c) vs. Reg CF: choosing a private offering exemption

Rule 506(b), 506(c), or Reg CF: the exemption you pick decides who can invest, whether you can advertise, and what you file. Get it wrong and investors can demand their money back.

Thomas Lofton
Business & Corporate

Member-managed vs. manager-managed LLC: who runs the company in Washington

Member-managed or manager-managed decides who runs your LLC and who can sign for it. Washington defaults to member-managed, and the operating agreement does the rest.

Caleb Stewart
Business & Corporate

Indemnification vs. liability caps vs. warranties: a contract's risk-allocation clauses

An indemnification clause, a liability cap, and a warranty each move risk a different way. Read one without the others and a generous indemnity can be worth almost nothing.

Paul Spencer
Business & Corporate

Capital stack: senior debt vs. mezzanine vs. equity for a growing Washington company

Senior debt is the cheapest money and equity the most expensive, with mezzanine between them. The capital stack ranks who gets paid first, and that order sets every term.

Teruyuki Olsen
Business & Corporate

Operating lease vs. finance lease vs. secured purchase: equipment acquisition in Washington

An equipment “lease” with a dollar buyout isn't a lease. Washington law calls it a secured purchase, and telling the two apart is most of the decision.

Thomas Hansen
Business & Corporate

LLC vs. S-corp vs. C-corp: choosing a Washington business entity

"LLC vs. S-corp vs. C-corp" compares two different things, an entity you form and a tax election you make. Sorting that out is most of the decision.

Thomas Lofton
Foreign Inbound Investment

Form 5472 and the foreign-owned U.S. LLC: the $25,000 mistake

A foreign-owned U.S. LLC looks like the simplest structure on paper. Form 5472 is the reporting reality that comes with it, and the penalties for missing it are unforgiving.

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William Hsu
Business & Corporate

When a family business outgrows the family handshake

Three signals that it’s time to formalize the governance you’ve been running on trust.

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William Hsu