Effective July 27, 2025, Washington State has enacted the Securing Timely Notification and Benefits for Laid-Off Employees Act—which is a mouthful and is commonly referred to as the Mini-WARN Act. This new law significantly expands employer obligations around mass layoffs and business closures, and it’s especially relevant for business owners contemplating a sale or merger.

What Is the Mini-WARN Act?

Modeled after the federal Worker Adjustment and Retraining Notification (WARN) Act (29 U.S.C. § 2101, et seq.), Washington’s Mini-WARN Act imposes stricter requirements and broader coverage:

• Applies to employers with 50 or more employees in Washington, excluding part-time workers.
• Requires 60 days’ advance written notice before a mass layoff or business closing.
• Notice must be provided to:
  • Affected employees (or their union representatives); and
  • The Washington Employment Security Department (ESD).

There are limited exceptions to the notice requirements under Washington’s Mini-WARN Act, including unforeseeable business circumstances, natural disasters, or certain construction projects.

Key Definitions

• Mass Layoff: A reduction in force not resulting from a business closing that causes an “employment loss” for 50 or more employees (excluding part-time workers) within a 30-day period.
• Business Closing: Permanent or temporary shutdown of a site or operating unit resulting in “employment loss” for 50 or more employees, excluding part-time employees.
• Employment Loss: Includes termination (not for cause, voluntary separation, or retirement), layoffs exceeding six months, or a reduction in hours of more than 50% during each month of a 6-month period.

Differences from the Federal WARN Act

• Lower threshold: Federal WARN Act applies to employers with 100+ employees, while Washington’s Mini-WARN Act applies at 50+.
• Broader scope: Washington’s law is not limited to a single site of employment.
• Expanded coverage: Washington’s law includes part-time workers if they are part of a larger layoff involving 50+ full-time employees.
• Additional restrictions: Employers generally cannot include employees on Paid Family and Medical Leave under Title 50A RCW in layoff counts.

Implications for M&A Transactions

For business owners and M&A lawyers, the Mini-WARN Act introduces new compliance risks during transactions:

• Due diligence must now include a review of workforce size and potential triggering events under the Mini-WARN Act.
• Asset sales, consolidations, or relocations that result in employment loss may require notice.
• Failure to give the required notice can result in:
  • Up to 60 days of back pay and benefits per affected employee,
  • Civil penalties of $500 per day of violation,
  • Attorneys’ fees.

Strategic Considerations

• Plan ahead: Ensure any planned layoffs or closures tied to a sale are timed to meet the 60-day notice requirement.
• Coordinate notices: Ensure that federal and state WARN notices are reviewed and issued correctly. Notice procedures in Washington can be found here.
• Mitigate risk: Consider indemnification clauses in purchase agreements to allocate liability for Mini-WARN violations.

Final Thoughts

Washington’s Mini-WARN Act adds a layer of complexity to business transitions. For sellers, it’s a compliance hurdle that must be addressed early. For M&A counsel, it’s a due diligence and deal structuring issue that can’t be ignored. As enforcement begins, proactive planning and legal guidance will be key to avoiding costly penalties and ensuring smooth transactions.

To discuss any of the above, please contact Lachlan Huck.

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