A second-generation distributor sells to a strategic buyer.
Negotiated structure, indemnity, and earn-out provisions; closed within ninety days while preserving the family’s working relationship with the buyer.
Business and corporate law is a primary focus of the firm's practice. Our Bellevue business attorneys work with founders, closely-held companies, family businesses, and large corporations across the Eastside and greater Seattle. Decades on this side of the table means we usually know where a deal is heading before it gets there.
Talk to a business attorneyBusiness and corporate work is where Oseran Hahn started, and most of our long-term client relationships still begin here. We form and govern Washington entities under the Business Corporation Act (RCW 23B) and the Uniform Limited Liability Company Act (RCW 25.15), then stay on for the shareholder agreements, financings, employment plans, contracts, and the M&A or generational hand-off when it comes. The work tends to come in waves: heavy at formation and at exit, quieter in between, but always available when something unexpected lands.
Most engagements run with a partner on the file and an associate drafting alongside, working from sixty years of forms and precedent the firm has built up. We work with businesses in Bellevue, Redmond, Kirkland, Issaquah, Sammamish, Mercer Island, Bothell, and Seattle, and with international clients investing into Washington. By the second call, we know your file.
Entity selection under Washington's LLC Act and Business Corporation Act, Secretary of State filings, founding documents, and the early decisions that set everything that follows.
The library of working agreements a business signs every quarter, drafted in plain language, built to hold.
Day-to-day deals: vendor, supplier, customer, and partner agreements that travel well across the business.
Sell-side and buy-side counsel for closely-held Washington companies, from LOI to closing binder.
Negotiation, diligence, drafting, and the patient follow-through that keeps a deal from drifting.
Boards, officers, minute books, annual reports to the Washington Secretary of State, and the discipline that protects a company over decades.
Capital raises, debt facilities, intercompany funding, and shareholder lending arrangements.
Private placements and exempt offerings under federal Regulation D and the Securities Act of Washington (RCW 21.20), with the filings each one requires.
Buy-side and sell-side diligence: the structured review that catches issues before they become price.
Offer letters, executive comp, equity grants, restrictive covenants drafted to hold under Washington's noncompete statute, and the documents senior hires expect.
IP, brand, and technology licenses that scale with the business and stay enforceable.
Channel partner, reseller, and supply arrangements drafted to support the next deal, not just close this one.
Winding up cleanly: dissolution filings, final B&O and tax obligations, creditor claims, and successor-liability issues handled in order.
Counsel for businesses on both sides of distressed situations, from workouts to formal proceedings.
The early-stage legal scaffolding founders need: formation, cap table, hiring, and first commercial agreements.
FDDs, registration under Washington's Franchise Investment Protection Act (RCW 19.100), and the agreement terms that protect franchisors and franchisees from signing to exit.
Business clients come back for the same three reasons, and none of them is the matter at hand. It's the next one.
You meet the partner who will draft your documents. They’re the one who picks up your call about the amendment two years later.
Most business matters touch tax, estate planning, real estate, or litigation, and all four practices sit in this office. We coordinate across the firm so you don't pay four lawyers to talk to each other.
We come to the table looking for the shape of a workable answer, not the longest road to one.
Seven shareholders share the Business & Corporate practice. You won’t meet one and work with another.
A working conversation about the business, the people behind it, and the goals on the table. The structure follows the goals, not the other way around.
We read the existing documents, the cap table, and the contracts on file. A short written memo follows when warranted.
We propose the structure or path in plain language, with the trade-offs each option carries.
Senior attorney on the file from the first draft. Lean teams, careful drafting, and a written budget for each phase before the work starts.
Closing-style execution of the document set. Coordinated with CPA, banker, and any other professionals in the room.
We stay available for the questions that come up over the months and years, because most of the value of a clean engagement is what doesn’t happen later.
We help co-founders structure the company before money or customers complicate the conversation: entity choice, equity split, vesting, IP assignment, and the operating agreement that anticipates the moments most handshakes don’t.
We help owners restructure for scale: revisiting the entity, separating real estate from operations, adding holding-company layers, and putting in place the governance habits and B&O tax treatment the next phase requires.
We formalize what was previously informal: shareholder agreements, voting structures, employment policy, and the buy-sell mechanics that protect both the company and the family relationship.
We move from counselor to deal lead: LOI, diligence, definitive agreements, financing, and the post-closing transition. Same lawyers, broader scope.
Negotiated structure, indemnity, and earn-out provisions; closed within ninety days while preserving the family’s working relationship with the buyer.
Diligence triage, purchase-agreement negotiation, and integration counsel for a repeat acquirer; managed at the price tag a growing platform can sustain.
Structure, term-sheet negotiation, and investor counsel, drafted to support the next round, not just close this one.
Most matters are hourly. For ongoing clients, we offer fixed monthly retainers under our General Counsel practice. Transactional work is quoted with a written budget for each phase before the work begins, so the first invoice is not the first time you see a number.
A business lawyer handles the legal work a company generates as it operates. In practice that means choosing and forming the entity, drafting and negotiating the contracts the business signs, keeping governance and Secretary of State filings current, structuring purchases, sales, and financings, and stepping in when a deal or a partner relationship goes sideways. For Bellevue and Eastside companies, most of that work runs through Washington's Business Corporation Act and Uniform Limited Liability Company Act.
Yes. We routinely work with international clients on cross-border investment, M&A, and structuring, including treaty analysis and home-country counsel coordination.
No. You can file formation documents with the Washington Secretary of State yourself. What you cannot file is the operating agreement, the equity split, the vesting terms, and the IP assignment, and those are what decide whether the entity actually protects you two years from now. Most of the formation problems we get called about later were inexpensive to prevent at the start.
Formation work is a few weeks. A typical M&A transaction runs 60 to 120 days from LOI to closing. Complex matters or capital events with multiple counterparties take longer.
Senior counsel, careful drafting, and the steady follow-through a business deserves.
Oseran Hahn P.S. · 11225 SE 6th St, Suite 100 · Bellevue, WA 98004 · 425-455-3900
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