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Business Law Blog

Looking Back at Fiscal Year ’21

January 2, 2022 By Bryn Peterson

It feels good to now have the final numbers for FY 21 and to be able to start looking forward to FY 22. Before moving forward to discuss FY 22, let’s look back at FY 21.

For FY 21, WSBA revenue was $23,691,045 and FY 21 WSBA expenses were $22,106,482. The ending fund balances for FY 21 (Oct. 1, 2020 through Sept. 30, 2021) are as follows:

• General Fund. For FY 21, the WSBA General Fund balance ended at $7,076,440, or $1,548,206 over the FY 20 ending balance of $5,528,234.
• Client Protection Fund. For FY 21, the Client Protection Fund balance ended at $4,046,283, or $146,847 below the FY 20 ending balance of $4,193,130.
• CLE Fund. For FY 21, the CLE Fund balance ended at $635,784, or $166,500 above the FY 20 ending balance of $469,241.
• Section Fund. For FY 21, the Section Fund balance ended at $1,406,760, or $196,551 above the FY 20 ending balance of $1,210,209.

LOOKING FORWARD TO FY 22
In October we had our first Budget and Audit Committee meeting to look forward to the FY 23 budget process. Our Budget and Audit Committee meeting started with a discussion of what went well as to the FY 22 budget and what can potentially be done better as to the FY 23 budget. This is my third year on the Budget and Audit Committee, and I can assure you that we are always looking for ways to improve the WSBA budget process. The Budget and Audit Committee is committed to continuous improvement for the benefit of WSBA members.

In the spirit of continuous improvement, we had several governors volunteer their time on several exciting Budget and Audit Committee projects. I would like to thank Governor Francis Adewale for volunteering his time to work with WSBA CFO Jorge Perez to review and revise the WSBA fiscal policies. While our WSBA fiscal policies are currently in a good place, this project will further improve them for the benefit of the WSBA and its members.

I would also like to thank Governor Alec Stephens for volunteering his time to work with CFO Perez to look for ways to improve the budget process for FY 23. During the latter part of each year, the budgeting process becomes very time intensive for CFO Perez, his team, and the Budget and Audit Committee. While this is generally the way it works for organizations and businesses, it is great to be looking at this process with an eye for improvement. Governor Stephens and CFO Perez will review the budgeting process to determine if there is a way to tackle some of the budgeting processes earlier in the year to hopefully decrease the workload on CFO Perez, his team, and the Budget and Audit Committee later in the year.

Last but not least, I would like to thank Governor Dan Clark and Governor Brett Purtzer for volunteering their time to work with CFO Perez to examine our current investment strategy and determine if there is a better way to invest our cash reserve. Governors Clark and Purtzer will also monitor and keep the Budget and Audit Committee updated on the efforts to sublease part of the WSBA office space in an effort to decrease our per-month lease rent amount. These two projects are very exciting to me because they give us the opportunity to grow our investments and cut our expenses, which would be a win for WSBA members and the organization! The Budget and Audit Committee is already a huge time commitment for all of its members, so I am especially grateful to these governors for their willingness to spend even more of their time on these very important tasks.

In closing, please know that we continue to rigorously analyze how to operate as efficiently as possible while maintaining essential member supports and services, and also to look at all areas of the budget to increase revenue opportunities and improve overall efficient use of our license fee revenue and other revenue for the WSBA. It continues to be an honor to serve as WSBA treasurer. Please let me know if you have any comments or questions. Member feedback is always important to me and the Budget and Audit Committee.

The Year Ahead: Stability Even in a Time of Challenge

November 19, 2021 By Bryn Peterson

As we leave the 2021 WSBA fiscal year behind us and look forward to the 2022 fiscal year (FY 22), I want to honor the hard work and dedication of the 2020-21 Budget and Audit Committee members: Governors Brett Purtzer, Tom McBride, Carla Higginson, Matthew Dresden, Lauren Boyd, and P.J. Grabicki. I would also like to give special thanks to past Treasurer Dan Clark, who has done a remarkable job over the past two years and has been very generous with his time over the last year to prepare me for this role as WSBA treasurer. It is also very important to honor the hard work and dedication of CFO Jorge Perez, Executive Director Terra Nevitt, and everyone who works at the WSBA. Over the last two years, the WSBA reserves have grown approximately $3.6 million, even in the face of the pandemic. It really does take everyone at the WSBA to achieve such an amazing result.

I would also like to thank all the governors willing to serve on the Budget and Audit Committee for FY 22. The Budget and Audit Committee is a huge time commitment and a challenge, but also very satisfying. During FY 22, we expect to face many challenges due to the uncertainty of the post-COVID-19 world. What will the coming year look like for the WSBA and how will it affect the financial future of our organization? How many of the WSBA’s staff will continue to work remotely, or at the office full-time, or in some combination of the two? Will the WSBA be able to sublet some of its office space to defray the cost of rent through the remainder of the current lease (which expires in 2026)? This and many other questions will be answered this year, and the answers to these questions will help to determine the financial future of the WSBA. Through out the year, we will work together to meet these challenges in a way that produces the best result for you, the WSBA members.

A LOOK FORWARD: COMPLETION OF THE 2022 BUDGET

The Board of Governors passed the final version of the FY 22 budget at its September meeting. Here is a quick snapshot: The general fund portion of the FY 22 WSBA budget (see chart on the next page) calls for $21,526,859 in expenditures and $21,437,297 in revenue. While this means there is an anticipated deficit of $89,562, we are confident that we have budgeted conservatively—especially considering the uncertainty created by the pandemic. The WSBA will closely monitor revenue and expenditures over the year and work hard to cap any deficit at the budgeted number or reduce it. It should be noted that over the last two fiscal years, the WSBA budgets have projected deficits but the actuals at year-end put it in the black.

2022 LICENSE FEES, KELLER DEDUCTION, AND PER-MEMBER SECTION CHARGE

The WSBA Board of Governors voted to keep member license fees flat for FY 22. Lawyer license fees have remained flat for the last four years, even though WSBA expenses have increased each and every year. If you think of the WSBA like a retired person on a fixed income, with expenses continuing to increase each and every year, it is truly remarkable that we have been able to keep license fees flat for the last four years. Once again, an amazing accomplishment that must be credited to the hard work of everyone at the WSBA. This does not happen by accident!

The WSBA Board of Governors set the 2022 Keller deduction1 at $9.02 for active lawyers, as compared to $3.85 for 2021 and $1.55 for 2020. Upon the recommendation of WSBA staff, the Board also voted to set the per-member section reimbursement charge2 at $18.75, as compared to $18.23 for 2021. The ability to set this per-mem ber section reimbursement charge at the $18.75 amount is in large part due to WSBA Advancement Department Director Kevin Plachy and his team’s hard work to reduce costs and make changes to increase the efficiency within this department.

In closing, it is very important to me that we continue to put members front and center, which means demonstrating value and responsibility in all that we do at the WSBA. I look forward to being your treasurer this next year and facing the many challenges that FY 22 will present.

Treasurer’s Report NOTES

1. In Keller v. State Bar of California, 496 U.S. 1 (1990), the Court ruled that a bar association may not use mandatory member fees to support political or ideological activities that are not reasonably related to the regulation of the legal profession or improving the quality of legal services.

2. This charge is the amount that sections reimburse the WSBA for the cost of supporting sections.

Introducing Your 2021-22 Financial Team at the Washington State Bar Association

October 18, 2021 By Bryn Peterson

Happy fiscal new year! While we may be a few months early according to the traditional calendar, Oct. 1 marks the beginning of the WSBA’s fiscal year, so we want to give you a look at the year ahead. First, allow us to introduce ourselves. Here are our quick bios:

business law attorney• Bryn A. Peterson, Treasurer. I am the owner of Peterson Law, PLLC, which specializes in corporate law. I have been representing District 9 on the WSBA’s Board of Governors since 2019. At the University of the Pacific, I
minored in business administration and at their law school I took several tax law courses. I obtained a Master of Law in taxation from the University of Washington School of Law and worked for Deloitte Tax in their state and local tax group. I have spent approximately 18 years practicing corporate law and I was a member of the Executive Committee at Tree Top, Inc. For the last two years, I have been a member of the WSBA Budget and Audit Committee. My approach and goal as treasurer will be to facilitate the WSBA Budget and Audit Committee in a manner that assists and provides the information needed for the committee to make the correct decisions for the WSBA and its members. As former V.P. of legal at Tree Top, Inc., and assistant general counsel of Darigold, Inc., I was involved in two coops that work hard for their members. While the WSBA is not a co-op, it is an organization that is by the members and for the members. I never want to forget that the members are the people that provide the money required for the WSBA to function and operate each and every year.

jorge• Jorge A. Perez, Chief Financial Officer. I have more than 20 years of global finance and operational leadership experience in public, private, and private equity-sponsored companies (including Marriott International and Merck). My areas of expertise are internal controls, financial forecasting and planning, and program life-cycle analysis. My approach is as a servant leader with the overall goal of providing maximum value to the organization and its members.

Jointly, we are dedicated to keeping you informed about the WSBA’s finances. As an overall philosophy, we are putting members front and center, which means demonstrating value and responsibility in all that we do. We are extraordinarily sensitive to the need to be transparent and understandable in our financial reporting and to maximize efficiency and reduce expenditures, while maintaining robust programs to serve the public and members and to champion justice. Throughout the coming year, we commit to these goals: (1) to maintain transparency and communications to WSBA members regarding financial reporting; (2) to specifically examine various cost centers and explore the possibility of making some non-mandatory functions revenue neutral; and (3) to conduct a financial forecast for the fiscal year and a continued review of current WSBA cost centers and expenditures.

The WSBA Budget and Audit Committee will be working hard with the entire Board of Governors during this fiscal year to accomplish these important goals with the hope of benefitting WSBA members and continuing to improve the
financial processes of the WSBA as an organization.

Over the next year the WSBA Long- Range Strategic Planning Council and the
Member Engagement Work Group will be reaching out to you as members for your
input in the form of several surveys. While I know that you are all very busy, I would
encourage you to take the time to complete these surveys, so the WSBA Budget and Audit Committee, the WSBA Board of Governors, and the WSBA staff know what you want or do not want, allowing us to better serve you. The bottom line is that we are working hard for you, our members!

Benefits of Working with an Experienced Real Estate Law Attorney for Commercial Property; Buyers and Sellers

January 21, 2021 By Bryn Peterson

 

If you live in the Seattle area, and you are looking to buy or sell commercial real estate, you should seek guidance from a commercial real estate law attorney. Commercial real estate is more complicated than residential real estate and a mistake will have a greater consequence to you and your business.

When a person buys or sells residential real estate, the transaction is usually straightforward.  Commercial real estate involves complicated steps and has more issues than residential real estate.  Below are a few of the benefits that come from working with an experienced commercial real estate attorney.

real estate law attorney mercer island

What is the Job of a Commercial Real Estate Law Attorney?

An attorney who specializes in commercial real estate law will help you deal with the many steps that are involved with purchasing, selling, financing and developing commercial real estate. He or she will help to ensure that there are no zoning issues, land use issues, environmental issues or title issues with the commercial real estate.

A commercial real estate attorney understands the laws and regulations that must be followed. Also, he or she will help with sale negotiations, analyzing contracts and explaining the buyer agreements. A commercial real estate attorney can help identify potential problems or contract agreement issues that require further investigation and assist with the closing process.

A commercial real estate attorney ensures that the transaction is executed correctly and makes sure that the documents accurately reflect the agreement between the parties. For these reasons, working with an experienced commercial real estate attorney will eliminate a lot of stress and will help to get through the deal with the least amount of hassle and problems.

How a Commercial Real Estate Law Attorney Brings Benefits to a Seller of Commercial Property

  • An experienced commercial real estate attorney will be able to provide you with a purchase and sale agreement that is appropriate for the commercial real estate you are looking to sell.
  • It is also important that the commercial real estate attorney review the title and other issues that may be present with the commercial real estate to determine the best way to present and sell the property.  Depending on the issues the commercial real estate may have, a commercial real estate attorney will add language to the real estate purchase agreement to protect your interest and minimize your potential liability going forward.
  • It is also important to make the determination as to what disclosures should be made or not be made.

How an Attorney Brings Benefits to a Buyer of Commercial Property

  • Saves Time. If a business owner is trying to purchase commercial real estate, he or she is probably quite busy and has little time to investigate a structure or do the due diligence necessary to make sure the commercial real estate does not have issues that would present an unwelcome surprise after the purchase.  Many times, appraisals are performed that are for the benefit of the seller. An experienced commercial real estate attorney understands how to analyze the appraisal for the commercial real estate.
  • Understand and explain the local zoning laws. When a person is planning to purchase commercial real estate in the Seattle area, he or she may not understand all the zoning laws that concern the commercial real estate they are looking to purchase. The last thing you want is to purchase commercial real estate that you will not be able to use for the purposes you intend.
  • Protects Clients’ Interests. When a person purchases commercial real estate for his or her business, working with a commercial real estate attorney protects the interests of your business. A commercial real estate attorney will be able to make sure that you sign a fair agreement and an agreement that protects your interest.
  • Make sure the commercial real estate is worth the price you are paying for said commercial real estate. The issues that can greatly decrease the value of the commercial real estate involve title issues, environmental issues or zoning laws that prohibit you from using the commercial real estate as intended.

Commercial Real Estate Law Attorneys in Mercer Island

Peterson Law, PLLC has the experience in the commercial real estate area of the law to provide real value to both the buyers and sellers of commercial real estate. Working with an experienced commercial real estate attorney ensures that your interests and rights are protected throughout the transaction.

An experienced commercial real estate attorney can offer valuable advice about buying commercial real estate in a flood zone, properties that are exposed to hazardous substances or property with structural problems.  The attorneys at Peterson Law work with clients in the Seattle area and have the experience needed to help people buy and sell commercial real estate.

 

The Importance of Corporate Compliance and How to Develop a Successful Compliance Program

December 29, 2020 By Bryn Peterson

Effective compliance is an essential part of a well-run company. An effective corporate compliance program can keep your business running smoothly and reduce the time you spend fixing problems. It can also protect you from heavy-hitting risks like bankruptcy, corporate lawsuits, and regulatory agency investigations.

What Is Corporate Compliance?

Corporate Compliance is getting large numbers of people in your organization to behave in accordance with predetermined standards.

Successful corporate compliance programs ensure that companies comply with all applicable regulations and laws that apply to it.

Strong corporate compliance programs also reduce the risk of regulatory enforcement and financial losses that can result when a compliance program is insufficient, ineffective or just plain neglected.

What Are Compliance Risks?

Regulators make rules that affect companies in a wide variety of areas. Companies need programs to ensure that they are in compliance with those rules. Below are some common risks that may take place without a functional compliance program:

  • Corruption risks: Companies must guard against bid-rigging, bribery, and other illegal business dealings.
  • Reporting risks: Required financial statements and reports must be submitted in predetermined formats to regulatory agencies when due.
  • Data risks: Companies are bound to maintain the integrity of customer and employee personal data. Security breaches must be reported promptly in accordance with predetermined deadlines.
  • Health, safety and environmental risks: Companies must remain compliant with rules regarding worker safety, health and pollution.
  • Employment risks: Ethical workplace practices include employee compensation and benefits issues as well as protecting workers from harassment and discrimination on the job.
  • Information risks: In order to be compliant, a company must first understand in full which regulatory requirements apply to it.
  • Inadequate compliance program risks: Even if you fully understand your obligations, your existing program may not be able to meet those demands.

Implementing an Effective Compliance Program

Policies and procedures to ensure compliance with all applicable regulations must be developed, adopted and implemented. Policies should relate to what the company must do to comply with the regulations. Procedures should relate to how the policies are enforced.

To ensure that compliance programs run properly, companies must regularly assess their performance. These assessments might include auditing employee adherence to company policies and procedures.

Risk assessments should be conducted regularly. They should include determinations about which regulations apply to your business and how effectively your existing program complies with those regulations.

Experts have determined that effective compliance programs are based on ethics, risk and compliance. The US Department of Justice (DOJ) offers clear guidance for corporate compliance programs.

The DOJ guidance asks companies to answer three questions to determine the effectiveness of their compliance programs:

  • How well is the program designed?
  • How effectively is the program implemented?
  • How well does the program work in practice?

While the first two questions are important, the third question carries the most weight. Are your program elements having a positive effect within the company? Is behavior changing throughout the company?

Develop a Stakeholder Satisfaction Survey

The most effective compliance programs all rate high on stakeholder engagement.

Taking a heavy-handed approach to compliance might seem to make sense at first glance. However, a well-designed program that everyone is eager to engage with will be infinitely more attractive and effective. It should encourage stakeholder engagement and elicit stakeholder input.

A brief customer satisfaction survey should be sent to every stakeholder who engages with the compliance program. The information stakeholders provide can then be used to make the engagement process more enjoyable.

Engaging compliance programs should be user-friendly, understandable, easy to work with and tailored to the needs of the stakeholders.

Besides employees, stakeholders include suppliers, distributors and business partners. All of these people are a company’s “customers.” As such, they should have significant input into the compliance process. The information they provide helps companies to meet and even exceed stakeholder expectations.

A regression analysis performed on survey data can reveal which populations you are successfully engaging with. It can also alert you to any changes that you might need to make. The best compliance programs are based on data, and survey data is no exception.

Ensure That Stakeholders Understand Company Policies

Many people will just skim a compliance policy. Others may pay little or no attention during e-learning sessions. If stakeholders aren’t engaged in the learning process, they’re not likely to get a thorough understanding of your policies.

To counteract this, randomly test stakeholders via email or other interactive surveys a few weeks after training to gauge their understanding of the policy. It’s a valuable tool you can use to evaluate the effectiveness of your program. The feedback you receive can reveal the degree to which your stakeholders understand your company’s principles and policies.

The email or interactive survey questionnaire should ask four or five pertinent questions and target a randomly selected array of stakeholders. Their tangible and real-time feedback can help you improve on policy deployment and refine your e-learning sessions. It will also help you to affect changes in behavior.

Question Stakeholders Directly

A monthly email can be directed to a small random sample of stakeholders. It can include questions about whether the stakeholder is aware of any company policy violations or lack of compliance with regulations or laws.

These emails can keep you informed about the overall stakeholder perception of company compliance. In cooperation with a preexisting whistleblower program, reaching out to stakeholders via personal email can encourage would-be whistleblowers to finally speak up.

A well-tuned program is not likely to uncover earth-shattering revelations. Rather, it provides a proactive system aimed at maintaining compliance among stakeholders.

These steps work best in conjunction with existing compliance programs and are not intended to replace them. The goal is to increase the effectiveness of an existing program and to ensure that the program evolves over time as needed.

What Are the Benefits of Constructive Compliance Programs?

  • Legal protection. A compelling compliance program reduces the potential for lawsuits and other legal entanglements. Should an unintentional violation occur, a functional compliance program may work in your favor. It can mean reduced fines, shorten investigations and decrease legal fees.
  • Enhanced company reputation. A constructive compliance program can maintain and strengthen your brand on social media. Today, with greater visibility into company operations, stakeholders are demanding that companies be held to a higher standard.
  • Damage reduction. Poor compliance can result in canceled contracts, financial losses, bad publicity, boycotts and worse. A convincing compliance program can prevent these unpleasant outcomes. It can also heighten a company’s ethical position which, in turn, confers benefits that surpass those of merely avoiding punishment.
  • Saves time. A functional compliance program can prevent a myriad of problems. Less time is spent on damage control and more time is spent on productive activities.
  • A strong compliance program makes it possible for companies to see risks coming and take protective measures before suffering a direct hit.
  • Effective compliance makes your company more attractive to other companies as a partner. The more compliant your company is, the less of a risk you pose for others.

Although a strong compliance program requires time and effort, it will give your company a powerful strategic advantage. 

As a corporate lawyer on Mercer Island since 2002, Bryn Peterson provides experienced legal counsel on Washington compliance laws. Bryn served eight years as internal legal counsel for multimillion and multibillion dollar corporate giants like Green Giant Fresh, Tree Top and Darigold, Inc.

 

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