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.

Even Small Businesses Need to Know about Russia Sanctions

As businesses enter global markets, they may fail to recognize risks lurking beneath the surface. The U.S. government employs a range of tools to alter or deter what it views as objectionable behavior. Economic sanctions can be separated into three categories:

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• Sanctions on Specially Designated Nationals (SDN)

• Sanctions on entities on the Sectoral Sanctions Identification (SSI) List

• Secondary Sanctions.

The major countries on the sanctions list are Russia, Venezuela, Iran, Syria and North Korea. The U.S. government targets not only foreign governments, but also individuals and businesses. In this series of articles, we provide an overview of economic sanctions, especially as they affect doing business with Russia. Each article will address a different category of sanctions. In this first article, we provide an overview of Russia sanctions against Specifically Designated Nationals (SDNs).

The Blacklist: Specially Designated Nationals (SDN)

This type of sanctions limits access to the U.S. financial system for individuals and entities listed on the blacklist, known officially as the Specifically Designated Nationals and Blocked Persons List (SDN List). A Russian company can end up on the list because of a mandatory designation or because of a discretionary designation.

Mandatory designation of SDN

How does a Russian business or individual get fall on the SDN List? There are certain individuals who are subject to mandatory designation as SDNs:

• Non-U.S. persons knowingly evading U.S. sanctions on Russia or knowingly providing significant financial, material, or technological support for significantly enhancing the Syrian Government’s military capability

• Russian government officials or their close associates or family members who have engaged in acts of significant corruption (such as bribery, expropriation of assets for public gain, extraction of natural resources)

Discretionary designation

Under U.S. legislation, the Department of Treasury in consultation with other U.S. governmental agencies, has the discretion to place entities or individuals on the SDN List. These include:

• Russian state-owned entities operating in Russian railway, metal or mining sectors

• Parties operating in the arms or related materials, financial services, energy or engineering sectors

• Russian governmental officials

• Parties involved in undermining democracy in Ukraine, threatening peace security, sovereignty or territorial integrity of Ukraine and involved in misappropriating state assets of Ukraine

The SDN List can be found on the Department of Treasury’s SDN List website.

Consequences of SDN designation

As part of your general due diligence with foreign partners, you should check the SDN List. You are prohibited from doing business with SDNs.

• U.S. businesses are prohibited from engaging in business transactions with SDNs and entities that are 50% or more owned by one or more SDNs

• Entities 50% or more owned by owned by one or more SDNs are considered blocked entities regardless of whether they appear on the SDN List

• Assets belonging to SDNs in the U.S. are blocked

• Individuals on the SDN list can be denied entry into the U.S.

Even entities partially owned by SDNs subject to sanctions: the 50% rule

U.S. persons (which means U.S. citizens, U.S. permanent residents, persons physically in the U.S., U.S. companies and their foreign branches) are prohibited from engaging in any transactions with SDNs and entities 50% or more owned by one or more SDNs.

If one or more SDNs directly or indirectly own 50% or more of the entity the entity is considered a blocked person as well, regardless of whether it actually appears on the SDN List. If you are a minority shareholder in such an entity, then you are still subject to the sanctions regime because an entity you have interest in is considered to be a blocked person. Usually that mean that you want to divest your ownership unless you can obtain a license from Department of Treasury Office of Foreign Assets Control (OFAC).

SDN property blocked

If a you are a company doing business with an SDN or a company with 50% or more SDN control or ownership, then you are required to block any properties or property interests of SDNs in your possession or control. The only way to get it unblocked is for an SDN to obtain a license through OFAC. You should consult with a lawyer who is expert in economic sanctions. If you are looking for an export sanctions lawyer, contact info@rostenlaw.com and we will refer you to lawyer who specializes in economic sanctions.