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.

Stop-work orders: Landscape affecting government contractors rapidly changing

A memo from the Office of Management and Budget last week directed federal agencies to “temporarily pause all activities related to obligation or disbursement of all Federal financial assistance, and other relevant agency activities that may be implicated by the executive orders.” The OMB memo was “rescinded” according to a tweet by the White House Press Secretary, but only after causing mass confusion and wreaking havoc on existing government programs.

The new reality in Washington is that every government contract is at risk and government contractors need to know what tools the federal government has and will use to curtail existing federal contracts.

The first tool is the stop work order, which has been used with a vengeance ever since the new Administration took office. Federal agencies have blanketed government contractors with stop work orders. The government then has 90 days to decide whether to terminate the contract (termination for convenience) or cancel the stop-work order, allowing the contractor to resume work.

The federal government will also likely delay exercising options to extend existing contracts. And finally the government may starve existing contracts by not obligating funds to existing contracts.

This articles discusses ways to prepare for and respond to the first of these measures: stop work orders.

Receipt of stop work order: Dread

Being a government contractor has been good business. You get a government contract and sell the goods or deliver the services and you get paid on time. A stop work order interrupts that equilibrium. A major driver in the U.S. economy is small business, and the federal government has tried to promote small businesses in the federal government contract arena.

When as much of 28% of federal contract dollars or $178.6 billion to small businesses, this sweeping use of stop-work orders has placed many of these small businesses at risk. In this climate, the more a small business relies on government contracts, the more vulnerable it is to disruption.

If you have received the dreaded stop-work order, review it carefully. You may want to review the federal regulations on stop-work orders. You should review the scope of the stop-work order, which may cover all or part of the contract. A stop-work order may last up to 90 days, unless the government and contractor agree to extend the time.

There may be some circumstances in which business interruption insurance or a commercial general liability policy may cover damages related to a stop-work order. Small business owners may want to review their insurance to consider whether they may have a valid claim.

Minimize costs: Dread for subcontractors and employees

Under the regulations, if you are a government contractor and receive a stop-work order, you must “take all reasonable steps to minimize the incurrence of costs allocable to the work covered by the order during the period of work stoppage.” That means that you need to let subcontractors and vendors know immediately. Check your subcontracts and service agreements for the applicable stop-work provisions and send out a written notice stop work.

You need to let your employees know immediately to stop work on the project, especially if the contact involves employees visiting government premises.

The federal contractor should then start developing a plan of what do with employees during the pendency of the stop-work order, either reassigning them, furloughing them or laying them off. A furlough is different from a layoff, in that a furlough means that the employer continues to maintain benefits for the employees. A layoff is for a longer term, which may require the employees to take actions such as obtaining their own health insurance.

You will need to review employee contracts and keep in mind employment law. If the federal contractor is an employer with 100 or more employees, it is subject to the Worker Adjustment and Retraining Notification (WARN) Act requirements on notice of mass layoffs or plant closings.

Find your contracting officer if you can

In the normal course of a government shutdown, there should be guidance from the contracting officer. These are not normal times in the government contracting world, as the CO may not be easy to locate as he or she may have been ordered to take administrative leave.

Nevertheless, if you can find the CO, you should ask for a meeting and see if you can get specific direction from the CO. The CO may have information on when or if the stop-work order will be cancelled, or whether contract will be terminated. The CO may have guidance on whether any work will be deemed “essential.”

If you have had any discussions with the program officer, you should let the CO know. And if you developed a plan on how you plan on proceeding during the shutdown or what expenses you will have to incur should the contract be terminated, you should share with the CO.

Document all expenses and measures taken

You may be able to recover reimbursement of costs and added performance expenses. Under the regulations, the CO shall make “an equitable adjustment in the contract price, the delivery schedule, or both” if two conditions are met: (1) the order results in an increase of time required for, or the contractor’s costs properly allocated to, the performance of the contract; and (2) the contractor asserts its right to an adjustment within 30 days after the end of the order.

Even if you elect not to pursue equitable adjustments for increased costs from the stop-work order, you should document all activities that you have undertaken to minimize expenses and actions that you may take for resuming contract performance.

Federal contractors need to be ready for the unexpected

The environment for federal contracting is changing by the day. It is hard to forecast what the environment will be in a week let alone a month down the road. Nevertheless, there are some programs and federal spending that are more vulnerable than others, such as foreign assistance and education. In the short term, federal contractors should estimate which of its contracts are vulnerable and likely to be terminated, and which will likely be resumed and plan accordingly.