206.623.0068 | www.HilyerADR.com
Former trial lawyer and King County Superior Court Judge Bruce Hilyer
proudly announces the formation of Hilyer Dispute Resolution to serve those
that want efficient case resolution through mediation and arbitration.
35 years of experience as trial lawyer, King County Superior
Court Judge and neutral mediator/arbitrator.
• Distinguished performance record and reputation for balancing
creative thinking with real world practicalities.
• A diligent, inclusive and thoughtful approach to resolution of each case.
HILYER DISPUTE RESOLUTION
Utter v. Bldg. Indus. Ass'n of Washington, 182 Wn.2d 398,
341 P.3d 953 ( 2015); City of Bellevue v. Pine Forest
Properties, Inc., __ Wn.2d __, 340 P.3d 938 (2014); In re
Estate of Hambleton, 181 Wn.2d 802, (2014); United Services
Auto. Ass’n v. Speed, 179 Wn. App. 184 (2014);
Marriage of Valente, 179 Wn. App. 817 (2014); Anderson v.
Dussault, 177 Wn. App. 79, rev’d 181 Wn.2d 360 (2014);
Holmquist v. King County, 182 Wn. App. 200 (2014); Walsh v.
Reynolds, 183 Wn. App. 830, rev. denied, 340 P.3d 938 (2014);
Fair v. Powers & Therrien, 181 Wn.2d 117 (2014); Expedia, Inc.
v. Steadfast Insurance Co., 180 Wn.2d 1014 (2014); LKO v.
TCG, 168 Wn. App. 862 (2012), aff’d 181 Wn.2d 48 (2014);
Tamosaitis v. Bechtel National, Inc., 182 Wn. App. 241
(2014); Dellen Wood Prod., Inc. v. Dept. of Labor and Indus.,
179 Wn. App. 601 (2014); Marriage of Wright, 179 Wn. App.
250 (2014); Camicia v. Howard S. Wright Const. Co., 179
Wn.2d 684 (2014); Miller v. Kenny, 180 Wn. App. 772 (2014)
Specific problems might include:
Missing and Incomplete Contracts.
Companies with inconsistent contract
negotiation and management processes
often can’t produce acceptable copies of
key contracts. The best available version
might be missing a signature or two, or
one or more exhibits. Cleaning up loose
ends like these requires effort, but clients
are usually supportive.
Corporate Governance. Counsel
should expect the unexpected in the area
of governance — lapsed entities, missing
entity formation records, non-appointed
officers, improperly elected board members, boards that do not meet or keep
minutes, and actions by officers lacking
required board approvals. Governance
lapses can be challenging to solve even
for experienced counsel, but again, most
clients are quick to recognize the need.
Consider bringing in more experienced
help as appropriate.
Policies and Procedures. In recent
years, regulatory requirements and
evolving best practices have imposed ever-increasing expectations on businesses
of all sizes and across most industries.
Many companies are now expected or required to have privacy policies, security
and data handling policies, quality management and change control policies, and
other regulation-specific policies and
procedures. Designing and implementing these during a deal due diligence
process can be distracting and can raise
legal and regulatory red flags. Earlier is
Stock and Option Issuance Problems. Stock issuances and option grants
require specific processes and documentation. Companies that handle these matters without professional help often fall
short, causing equity ownership questions that can raise doubts about a company’s “cap table” — a crucial company
document detailing who owns how much
of each class of stock.
Specific documentation gaps to be
alert for include missing board approvals for stock issuances or option
grants, missing option grant agreements, promised but unfulfilled equity
grants, and missing documentation
from prior financings. As with other
potentially sensitive gaps, it may help
to bring in more experienced counsel
to clean up equity ownership documentation issues.
Intellectual Property Assignments.
Intellectual property (IP) assignment issues come in several forms.
First, with newer companies, counsel should ensure that founders purporting to have contributed IP to the
company have actually signed formal
Secondly, companies commonly fail
to obtain advance invention assign-
ments from new employees, indepen-
dent contractors, and consultants. Any
individual who is writing code, design-
ing products, producing marketing or
branding materials, or doing almost
anything else creative is probably mak-
ing intellectual property.
In many cases, IP is owned by its original creators. So companies should consider getting IP assignments from virtually every person and entity they hire or
contract with. Many buyers and investors
will insist on seeing assignments for every employee and contractor. And timing