New Amendments to Washington Corporate Law

Impact Mergers, Defective Corporate Acts and Forum Selection Clauses

BNA Corporate Law & Accountability Report

Washington recently adopted a series of amendments to its business corporation act which will affect both public and private companies incorporated in Washington. The amendments specifically (1) adopt a statutory procedure for the ratification and validation of defective corporate actions, (2) authorize and enable forum selection clauses, (3) permit asset drop-down transactions without parent corporation shareholder approval, (4) eliminate term limits on voting trusts and shareholder agreements, and (5) permit short-form downstream mergers. The amendments became effective July 23, 2017.

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Reproduced with permission from Corporate Accountability Report, 15 CARE 166, 08/29/2017. Copyright © 2017 by The Bureau of National Affairs, Inc. (800-372-1033)