All posts in Business/Corporate Law

How is corporate M&A strategy developed?

Pacific Rim M&AHow do strategic M&A events germinate?

When does the corporate development process for major companies begin?

How is corporate strategy developed?

Pacific Rim M&A Institute’s inaugural session answers these questions and more. Moderated by Joe Wallin, representatives from Starbucks, Microsoft, and Boeing form a panel to examining the issues surrounding complicated Mergers and Acquisitions.

PRMAI is a joint effort of Davis Wright Tremaine, the University of Washington School of Law, and the University of Washington Foster School of Business to create best practices and interdisciplinary knowledge sharing in the M&A community.


Thursday, June 12, 2014
7:00 – 8:00 AM Registration & Continental Breakfast
8:00 – 9:00 AM Panel Discussion

Davis Wright Tremaine LLP
The John Davis Conference Center
1201 Third Avenue, Suite 2200
Seattle, WA 98101

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Rules for Unpaid Interns and Volunteers

Rules for Unpaid Interns and VolunteerBy Mary E. Drobka and Joe Wallin

We’ve been getting a lot of calls recently about interns and “volunteers.”  A lot of folks want to know how to have people work for them for free.  We have gotten to the point of saying:

“Outside the world of charities or government agencies, there is no sure thing when it comes to being an unpaid intern or volunteer.  To be safe, you have to pay everyone.” 

The Legal Punch Line

The reality is — there is no risk-free way for a “for profit” business (as opposed to a charity or government employer) to use unpaid “volunteers.” So if someone wants to gain experience by working for your company without pay, be forewarned: If the relationship sours, you could face a claim for unpaid minimum wages and overtime.  You may also be liable for unpaid Social Security, unemployment and workers’ compensation payroll taxes, as well as for failure to withhold taxes and penalties.

And perhaps even more importantly, there is the matter of intellectual property.  What happens if your unpaid intern or volunteer designs a great logo for you?  Or writes or contributes to a key piece of software?  If you haven’t paid that person anything, how will an IP assignment document they may have signed be enforceable?  Wouldn’t it fail for lack of consideration?  People remember that great story about Phil Knight and how he paid $20 or thereabouts for the Nike swoosh.  When they tell this story, they seem to focus on what a great deal he got.  But they miss the key point of the story – the fact that he paid for it.  If he hadn’t, he would have paid a lot more later when he was sued for using someone else’s IP.

What about using student interns?

There is a very limited exception under the federal and state wage and hour laws governing when companies may use unpaid student interns. These individuals should only be “shadowing” or “observing” a regular employee, or doing make-work assignments.  And you must be spending time with them – actually teaching and mentoring them!

Employers must meet the following five conditions to safely categorize someone as an unpaid student intern:

  1. The intern must receive on-the-job training similar to that which would be provided through a school;
  2. The primary benefit of the internship must be for the intern;
  3. The intern must not displace regular employees;
  4. The employer must reach an understanding up front with the individual that the intern is not entitled to pay or benefits during the internship or a job at the end—savvy companies require interns to sign a statement documenting their status and acknowledging that they are not entitled to compensation or a job at the end of an internship;
  5. The employer gets no immediate advantage from the intern’s activities—in fact their presence is supposed to impede your operations on occasion, based on the assumption that you are spending time training and educating them.


Not paying people who work for you is generally a bad idea.  Volunteers may appear to be an inexpensive alternative, but in reality, they are not.  Internships are a theoretical possibility but it is hard to use them correctly, and in compliance with the law.

If you have any questions regarding employee staffing or payroll classifications, please contact Mary Drobka, Joe Wallin or your regular employment law attorney.

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Portland Event: HR 101 for Startups

HR 101 For StartupsThe beginning of a startup is generally a small operation with contractual agreements between founders. But as it grows and starts adding employees, things become increasingly more complicated. Even the leanest of startups is covered by a myriad of state and local employment laws.

Business owners and founders need to be aware of when key federal and state employment laws apply to avoid costly fines and lawsuits. This seminar will teach you:

  • How to avoid common HR mistakes.
  • How to be compliant with state and federal laws.
  • What exposures officers and the company have to audits, fines, penalties, and civil litigation.
  • How to  avoid issues with employees, former employees, and contractors.

To register, email

Cost: $35 for up to three attendees from a single company


    Tuesday, November 12, 2013
    Registration and Lunch: 11:30 a.m.
    Program: 12:00 – 2:00 p.m.


    PSU Accelerator Office
    Mt. Hood Room
    2828 SW Corbett Ave.
    Portland, OR 97201

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