The Canal Street Blog

Business-focused legal discussion


In this blog post we take a look at pending legislation that would create a new statutory securities exemption for the resale of private stock.

The US House of Representatives approved a bill, which if passed by the Senate and signed into law by the President, could make it easier for people to resell private stock. If you’re lucky enough to be an investor in Airbnb, Uber, or some other startup that took off but hasn’t yet gone through an IPO, how do you turn your private stock into cash? It can be tougher than you might think. As a general rule, every offer and sale of a security must be registered or exempt from state and federal securities registration requirements. This includes the resale of private securities, meaning if you have shares of Airbnb or Uber, you have to make sure you’re not violating state or…

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Public Companies Chart


News Roundup


What we’ve been reading this week at InVigor:

Federal government preparing to forgive billions of dollars in student loans to doctors and white-collar Americans under debt forgiveness law

How to win an argument at Thanksgiving dinner like a trial lawyer

Why Uber is not the future of work

French couple sues Airbnb for copying their apartment

Tesla recalls 90,000 sedans due to one European customer’s seat belt issue

Research shows that eating together can enhance performance. Looks like lunch is on the company!

Photo: Islxndis | Flickr

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News Roundup


The latest post in the Understanding Your Commercial Lease series discusses utilities, maintenance, and repairs.

To understand the true cost of your commercial lease, you have to understand what utility services you’re responsible to provide and what parts of the premises you are required to maintain and repair. The discussion of utilities, maintenance, and repairs overlaps to some extent with what we discussed in our earlier common area maintenance and other pass through provisions post in the Understanding Your Commercial Lease Series. Common area maintenance provisions deal with some similar utilities, maintenance, and repair related issues. But the utilities-specific section and the maintenance and repairs-specific sections in your commercial lease will detail exactly what the tenant is required to do to maintain its utilities and the leased premises, including the extent to which the tenant is responsible…

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Utilities, Maintenance, and Repairs


In today's post, we provide a Washington LLC Formation Checklist that includes the major steps to form your LLC and start doing business in Washington.

The Washington Secretary of State has created a streamlined process for businesses to create limited liability companies. If you’re forming a LLC in Washington, the following Washington LLC formation checklist might be helpful to review to ensure you consider the steps for proper LLC formation:

1) Check the Business Name. Before settling on a business name, you’ll want to make sure that the name is available and conforms with statutory requirements. An easy way to check if your name is available is by running a business search here.

2) Certificate of Formation. Prepare and file the Certificate of Formation with the Secretary of State to “create” the LLC. You can file the Certificate of Formation online here. When you file your Certificate…

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LLC Checklist


In today's blog post, we discuss the recent changes made to the Washington Limited Liability Company Act.

Earlier this year, the Washington state legislature unanimously passed and the governor signed legislation making changes to the Washington Limited Liability Company Act—the most sweeping changes to Washington LLC law in recent history.

The Washington State Bar Association requested that the state make changes to the Washington Limited Liability Company Act. The bar association’s goal was to make the law easier to understand and more flexible by modifying provisions that the association described as creating pitfalls and unnecessary problems. The Washington state Senate and House eventually passed legislation making those changes, and Governor Inslee signed the law on May 7, 2015. The new changes will go into effect on January 1, 2016.

Some of the major changes to the Washington Limited Liability…

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Limited Liability Company Act


What we’re reading this week at InVigor:

This weekend is the Social justice hackathon event, bringing law students, lawyers and developers together to create software applications designed to improve access to legal service.

Why Mark Cuban is willing to back the worst company in ‘Shark Tank’ history.

How to know when it’s time to hire an assistant.

New Surge Launch accelerator pairs startups with mentors and up to $80K in seed funding.

Leaders of the tech world are asking, what do you still wish there was uber for?

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Seattle University School of Law


This series discusses what to consider as part of due diligence in the purchase and sale of a business.

If you are considering buying or selling a business, it is helpful to understand the due diligence process. This series from our archives provides a basic overview of the legal issues you should consider (that is, the due diligence you should consider doing) when buying or selling your next business:

An Introduction to Due Diligence
Legal Issues
Financial Issues
Operational Issues
Intellectual Property
Material Contracts and Information
Miscellaneous Issues

Photo: shrinkin’violet | Flickr

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Due Diligence


This post in our Understanding Your Commercial Lease Series discusses operating expenses, including CAM and other "pass through" expenses.

To understand the true cost of your commercial lease, you will need to understand operating expense pass through provisions. Expense pass through provisions detail common area maintenance (CAM) expenses, taxes, insurance expenses, and other “pass through” expenses. These provisions are called “pass through provisions,” because the amount the landlord has to pay for these expenses is “passed through” directly to the tenant. The details of operating expense pass through provisions are important to determine the overall value of the deal for both the tenant and landlord. 

While these expenses are always important for a commercial tenant to understand, they are particularly important in lease structures where the tenant takes on the risk of expense inflation, such as NNN and Base Year…

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Pass Through


News Roundup: What we were reading last week at InVigor: Pioneer Square Labs; Fantasy Sports; Google's OKR System

What we were reading last week at InVigor:

Prominent Seattle investors raise $12.5M for ‘startup studio,’ Pioneer Square Labs

6 alternative ways to fund your business without an investor

Traffic-boosting SEO fundamentals for content marketing

Fantasy sports operator, DraftKings, is being investigated by the U.S. Justice Department and FBI to determine whether daily fantasy games are a form of online gambling

The efficient internal system Google uses to grade its employees and their exemplary tips to being a great boss

A simple formula for changing behavior and to strengthen leadership

Photo: Yoel Ben-Avraham | Flickr

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News Roundup


The trademark spectrum of distinctiveness affects the level of protection a trademark receives.

Trademarks are words, names, symbols and other branding that distinguish and identify the sources of goods or services. Not every trademark is created equal, however, and the trademark “spectrum of distinctiveness” affects the level of protection the trademark receives. Distinctive trademarks are rewarded because they help consumers understand which goods and services come from where, thereby ensuring that consumers know who they are dealing with and (at least in theory) receive consistent quality. Generic terms are not protected because, in essence, they would interfere with the public’s ability to effectively identify the source of different types of goods and services.

So what makes a trademark distinctive?

Distinctive trademarks share three qualities. First, they are different from other marks used to describe similar goods…

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