Foundry Law Group

Earnouts are one of the most litigated provisions in M&A agreements.

Why? Vague definitions. Unclear calculations. Missing dispute resolution terms.

Most earnout disputes aren't about bad faith, they're about bad drafting. Our latest blog breaks down the most common earnout pitfalls and how to avoid them.

https://foundrylawgroup.com/when-earnouts-go-wrong-why-clarity-in-purchase-agreements-is-critical/

Because ambiguity isn't a compromise. It's a risk.

Washington State just passed a near-total ban on non-compete agreements, effective June 30, 2027.

What this means: Existing non-competes become void. Employers can't enforce them, threaten to enforce them, or even claim workers are bound by them. Violations carry a $5,000 penalty per worker, plus damages and attorneys' fees.

Employers must notify current and former workers by October 1, 2027 that their non-competes are unenforceable, and failure to notify creates liability. Non-solicitation agreements are still permitted, but they must be narrow and can't function as backdoor non-competes.

If your business operates in Washington or has workers there, now's the time to audit your agreements and update your approach. Learn more about these changes: https://foundrylawgroup.com/washingtons-impending-non-compete-ban-what-employers-need-to-know/

Our team can help you navigate this shift and implement compliant alternatives that still protect your business.