Whether you are starting a small business or running an established company, it is vital to understand business laws and regulations. But that is easier said than done. My goal is to provide business-related legal services so that you can spend more time dealing with the actual business and less time with legal intricacies of operating your business. My services include:

Business formation

You have a new and innovative product or service and you are interested in forming a new business. You may have concerns about liability, taxes, investors and other considerations. As your small business lawyers, we will assist you in deciding whether your startup business should organize as a limited liability company (LLC), partnership, S corporation or C corporation. We will form the most appropriate business organization for your new business and register the business in all jurisdictions in which it will conduct business.

Mergers and acquisitions

If your business is fortunate to thrive and become a merger or acquisition target, we can represent you as the seller; or if you are on the other side and looking to acquire a business, we can assist with the due diligence in purchasing a business. We will review various approaches in purchasing a business through merger or acquisition. We will discuss with you various structures in purchasing the stock or purchasing the assets of an acquisition target. In either case, your business will need thoughtful and comprehensive representation in all aspects of a merger or acquisition.

Government contracting

Government contractors face numerous issues when contracting with the government. And with a hands-on approach and substantial experience, we will help you navigate those legal issues. We prepare teaming agreements, subcontracts and joint venture agreements and can handle a variety of other government contract matters. As government contract lawyers for your small business, we can assist you in applying for programs for HUBZones, service-disabled veteran-owned small businesses or women-owned businesses. If your company is facing debarment or suspension because of allegations of corruption or bribery, we can assist in your defense before the U.S. government or the World Bank.

Business transactions

Once you have an ongoing business, however organized, you will have a host of various commercial transactions. We prepare agreements with lenders, lessors, partners, customers, employees, and consultants. We provide business legal services for your company, preparing confidentiality agreements, nondisclosure agreements, licensing agreements, distribution, employment agreements, independent contractor agreements, lease agreements, and many others. We will help you understand what each part of these agreements require and make sure that these agreements provide protection to you and your business.

Corporate law

Once your startup business has been created, your company will have ongoing requirements to maintain its separate status. We will assist in guiding you on how to prepare corporate minutes or resolutions of the company to maintain the corporate form and other steps to protect the limited liability of your company. You will also have to make sure that your bylaws or operating agreement continues to reflect the needs of the business organization. We are available to assist you in addressing these issues. And once your company is ready to raise additional capital from investors, we can work with you to determine whether you are subject to securities laws or fall within one of the exemptions.

Business disputes

Few businesses are immune to business disputes. If your small business was well-advised, you have an agreement that will provide guideposts on how to resolve your business dispute. If you are unable to settle your dispute, you may have a dispute resolution mechanism such as mediation or arbitration in the agreement. An alternative dispute resolution mechanism such as arbitration or mediation generally can provide a relatively quick resolution of your business dispute. If not, then you may have to consider litigation. We handle business disputes, including pre-litigation matters, mediation, arbitration and litigation.

Anti-corruption compliance

Every company should have procedures and policies to minimize its exposure to allegations of corruption or bribery. An integrity compliance program (ICP) is essential for businesses doing work internationally for the United States government or work financed through one of the development banks. We can assist in reviewing or preparing an ICP to assure that is consistent with the anti-bribery and anti-corruption guidelines from the World Bank. If your company is facing debarment or suspension because of allegations of corruption or bribery, we can assist in your defense before the U.S. government or the World Bank.

Non-profit law

We work with organizations to obtain their tax exempt status under Section 501(c)(3) of the Internal Revenue Code. There have been recent changes to obtaining 501(c)(3) status and we have worked with organizations in submitting successful applications on the simplified track by filing a 1023-EZ and the more rigorous 1023 application for larger organizations. Nonprofits also face similar legal challenges to assure that they comply with business requirements and additional requirements to assure that they do not jeopardize their tax exempt status. As a law firm for nonprofits, we work with nonprofit organizations to guide them through these issues.

FAQ Small Business Attorney in DC

What is considered a small business?

Almost all our clients fall within the definition of small business/startup as determined by the Office of Advocacy of the U.S. Small Business Administration. Under this definition, a small business has fewer than 500 employees. Small businesses encompass about 99.9% of all business organizations in the United States.

Which industries do you serve as a small business attorney?

Most of our clients are service providers such as consulting companies, law firms, accounting and bookkeeping services, cybersecurity consultants, video production companies, and lobbyists, just to name a few. We also represent foreign and domestic manufacturers and software developers.

As a small business lawyer in DC, we represent some retail operations, such as bookstores and restaurants. We also represent numerous nonprofits with varying missions. Our government contractors clients hold various IDIQs (Indefinite Delivery, Indefinite quantity Contracts) and GSA schedules.

In which areas of the law does a small business or startup need legal assistance?

Most times, small businesses/startups need the services of outside general counsel. As outside general counsel for small businesses, we can handle most matters as a small business attorney that small businesses generally encounter. Usually, anything with the word agreement or contract is within our practice areas. This includes operating and shareholder agreements, which are used for small businesses and startups that are formalizing their relationships with their owners. Once a business is formed, then we prepare and review a host of other agreements, such as service agreements (which may be referred to as client agreements or consulting agreements), independent contractor agreements (which may be referred to as subcontracting agreements), employment agreements, teaming agreements, purchase and sale agreements, merger agreements, option agreements, license agreements, lease agreements, and the list goes on.

What factors should a small business and startup look for in retaining the services of a lawyer for small businesses?

With our extensive experience of working as a small business attorney in DC for decades now, background and experience should come right at the top of the list when looking for a small business lawyer. We think that accessibility and communication are essential for a successful relationship between an attorney and a client. Hourly rate is important but not as important as quality of service.

What kind of experience do you have in advising small businesses as an attorney?

Keith Rosten has not only legal experience but also business and practical experience that allows him to relate to the trials and tribulations of a small business owner. Keith has BigLaw experience before working for small and medium-sized businesses, first at his own law firm focused on small businesses and then with Berliner Corcoran & Rowe LLP.

Keith has substantial business experience. He received an MBA from the Tuck School at Dartmouth College. During his business studies, he worked on several group projects with small businesses, including a furniture manufacturer, a manufacturer of leak location precision equipment, real estate developer. After business school, Keith operated a successful real estate business in California and overcame numerous issues, such as asbestos abatement and underground storage tank remediation.

Keith worked as a legal adviser to a government contractor and was a legal adviser to a major initiative in Russia. Keith ran another small business, selling and marketing solar energy equipment. The business had an e-tailer component, hosted the largest solar energy forum online, and sold solar energy equipment to the government. Keith negotiated two GSA schedules for the business and obtained HUBZone certification for the business. Keith was also president of the Dartmouth Entrepreneurial Network – Washington, a networking organization for small businesses in the greater Washington, DC community.

Keith has also volunteered for Compass Pro Bono, working with local business professionals to conduct long-term consulting engagements for local nonprofits in fundraising, governance, and strategy.

With this breadth of legal and business experience, Keith is attuned to some of the challenges facing small businesses, which allows him to provide effective advice and guidance.

As a small business lawyer, do you take in-person meetings only?

Yes. We are located in downtown Washington DC and host many of our clients. For those clients who cannot come into our offices, we usually meet over Zoom or by telephone.

How do you charge for your services as a small business attorney?

We charge our clients based on hourly fees. We usually provide a budget of how much certain matters cost so that startups and small businesses know in advance the ballpark cost of the matter.

What if a client does not like our services?

Clients can terminate our services anytime if they don’t find it satisfactory.

Should my small business lawyer or startup lawyer be in the same state as me?

No, not always necessary and may depend on multiple factors. For example, though we are an expert small business lawyer in DC, we have also provided consultation to other cities’ clients.

Small businesses and government contracting

If you are a small business and are interested in government contracting work, then the most likely entry point will be an arrangement with another company. How you structure this cooperation will be a critical and significant element of success. This article discusses teaming agreements and summarizes some structures that may appeal to small businesses. A version of this article was presented at the 8th Annual Disadvantaged Business Enterprise Summit: Linking Businesses to Opportunities for Group, jointly sponsored by the U.S. Department of Transportation Federal highway Administration and Department of Columbia Department of Transportation.

Negotiating power influences structure of teaming agreement

The nature of the arrangement depends on the negotiating power of the various parties. If they are unequal parties and one company is significantly larger than the other, then usually the larger company will attempt to elicit the cooperation of smaller companies and the smaller companies have very little negotiating power. There may be an exception, however, when the small business is bidding on a small business set-aside and the larger company becomes a subcontractor. But for the purposes of this article, we are mainly talking about a small business that is new to government contracting.

Motivating forces for the larger company

There are several motivating factors that may entice a large company to engage a small business in a teaming agreement. Sometimes and the most successful relationships depend on the large company trying to leverage off the competitive advantage of a smaller company. The second primary reason for a large company to seek out a small business is if the large company is trying to meet a subcontracting target for certain socioeconioc categories such as 8(a) businesses, historically underutilized business zone (HUBZone) businesses, women owned small businesses, service disabled veteran businesses.

Motivating factors for small business

The motivating factors for a small business to want to engage a larger business are pretty obvious. They want an easy entrée into the multi billion dollar government market for small businesses. The allure to the government market is great for small businesses, but sometimes the government contracting requirements are daunting. A good way to enter the market is to latch onto a larger business that has experience in the government marketplace. The smaller business has an opportunity to earn new business and they maximize their chances of winning by casting its lot with a larger business. This also allows the small business to learn from the larger business and to leverage off the skill set of the larger business.

Subcontractor at the mercy of the prime

The most common structure will be the larger company to assume the role of prime contractor and the small business to be a subcontractor. Teaming agreements under which the larger company is the prime contractor has various advantages and disadvantages. In terms of the benefits, both companies have limited obligations to the other company. It is a good way to try out a new business partner. A prime sub relationship carries with it limited obligations and is very flexible.

The disadvantages are that usually the prime wields almost all of the power. It is a one-off relationship where there is no commitment to continue the discussion. And unless you obtain the commitment of the prime contractor, you as a small business owner may not even get any work even if they prime contractor wins the contract.

Joint ventures

In some circumstances, the two companies may decide to form a new legal entity such as a limited liability company or corporation in which both companies hold an ownership share. A variant of this joint venture structure is a contractual joint venture under which the companies do not create a new entity but are contractually obligated to each other as joint venturers.

Teaming arrangements also carry with them advantages and disadvantages. If the businesses become joint venture partners there is an ongoing relationship and an ongoing commitment from one to the other. In some cases you can combine the bonding capacity of each company to bid on larger projects. If you have created a separate entity there should be limited liability for the joint venture participants. And finally the joint venture may avoid a high cost structure.

The disadvantages are that some of these joint venture agreements are unwieldy. The partners can bicker about governance and control. Your business company may be locked in with an unsavory partner and it will be difficult to extricate yourself until the end of the project. And sometimes these joint venture agreements mean that your joint venture partner is considered an affiliate for size or for qualification for a certain socioeconomic category.

Discussion points with teaming partner

If you’re small is is is considering entering into a teaming agreement or arrangement, you may want to consult with your small business attorney, particularly if the small business lawyer is conversant in government contracting. There are numerous points for discussion and negotiation between teaming partners. Some of the more common issues for discussion include:

• Due diligence including finances, ethics, past performance, prior teaming arrangements, core capabilities. Especially if you are considering a joint venture arrangement, you will want to conduct some due diligence on your prospective joint venture participant.
• Binding vs memorandum of understanding. A prime contractor may collect numerous MOUs from many small businesses, but they may not be binding. A critical consideration for the small business to determine the extent of the commitment from the large company is whether the document is binding or simply a memorandum expressing each party’s interest in the other.
• Budget: separate line item. One way to make a MOU binding is for the prime to include the subcontractor in the budget.
• Proposal preparation: The parties will discuss whether both parties are supposed to have inputs for the proposal and whether, in the case of a sub, whether the sub will be compensated for its contribution.
• Exclusive: on other proposals. For a particular contract, will the parties be allowed to participate on any other proposals.
• Governance and control: for joint ventures. Who makes the decisions and how decisions are made will be a critical subject of negotiation for joint venture agreements.
• Confidentiality: exchange of information. To what extent are the parties required to keep the information that they learn from the other party confidential?
• Intellectual property: services agreements. If the parties are creating any intellectual property, they will have to negotiate who this intellectual property belongs to.
• Term: until rejection. Especially in exclusive arrangements, the parties will discuss when the agreement will terminate.
• Liability and indemnification: liability for errors of other party. The parties will also have to discuss what happens when one of the parties commits an error and who is responsible for the error.

The government market for small business is over $100 billion every year so it is not surprising that small businesses are keenly interested in how to enter and navigate this market. This article has described one entry point for small businesses to partner with another company through a teaming agreement.