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.

Anatomy of a Business Dispute: When is it Time to Call Your Lawyer

Almost all small businesses frequently encounter disputes—some small, some not so small. In the vast majority of these business disputes, the small business owner can resolve the conflict without resort to a lawyer. In this blog, we describe what measures you can take as a small business owner to minimize the risk of business disputes, tactics to take to resolve disputes when they arise, and finally, when after a dispute arises is the best time to see your small business lawyer.

These business disputes can be between the small business and its employees or independent contractors; or its clients or customers; or its vendors or distributors; or its competitors; or, as we have covered in previous Rosten Law blog posts, between or among the small business partners, owners or board members. Even startups are not immune from disputes between their founders and investors.

Related articles:

Closely Held Businesses: Agreements and Disagreements
Resolution of Disputes Among Business Partners in Closely Held Businesses

Written agreements provide the best prophylactic against business disputes

The first place to look when a business dispute arises is the agreement between the parties. If you consulted with a small business lawyer, then you may have come up with an agreement to detail the rights and responsibilities of all of the parties in the transaction. If you have an agreement with your client, you may have a services agreement. Or you own some intellectual property, you may have a licensing agreement in place.

Some business owners are accustomed to operating without agreements. So long as they don’t have any disagreements, they are safe. But there is hardly a business without disagreements. Small business owners who have some foresight will made agreements with those folks he or she has contact with, clients, employees, vendors, and others.

Your small business lawyer will advise you to reduce your understanding to writing. That includes employment agreements or independent contractor agreements. The understanding between members of a limited liability company may be memorialized in an operating agreement or in some jurisdictions known as a limited liability company agreement.

If you have a written agreement, then you may have some guideposts not only regarding the respective rights and obligations of each party, but also what to do if there is a dispute. If you have a well-written agreement then you can count yourself as lucky.

An ambiguous or unclear agreement may be just as bad or worse than having no agreement at all. An ambiguous agreement adds fodder to the fire in a business dispute.

Conflict resolution before a lawsuit

Usually the least expensive time to resolve a dispute is early on—but that is also the time that emotions may be running high and each party feels aggrieved. But the outset is the best time to use your negotiating skills to get to yes.

There are numerous books, articles and blogs on conflict resolution. If you haven’t read Fisher and Ury’s Getting to Yes: Negotiating Agreement Without Giving In or if you have it on your bookshelf, now is the time to dust it off and try to resolve any conflict you may be having.

And the fact is that since you are in business, you probably have negotiated your way through many disputes without litigation or a formal dispute resolution mechanism.

Time to see your small business lawyer

If you know what your rights are under the agreement, it will be easier to negotiate your way through a business dispute. That means usually the earlier the better to consult with your small business lawyer to get some guidance.

You need to be able to articulate what your goals are in resolving the dispute. There may be many factors at play that you may want to consider:

• Continuing relationship. Are you going to have a continuing relationship with the other party?
• Opportunity cost. Do you want to be spending your time in expensive litigation while you could be out making money?
• Expense of litigation. Litigation is expensive and standing on principle may not pay the bills.
• Effect of dispute on other relationships. You may want to consider what effect the dispute will have on other relationships, especially if you or the other party decides to make the dispute public through social media or otherwise.
• Make a lesson out of dispute. One small business owner would sue any of his customers if they were late with payment. The business provided exceptional service and demanded in return prompt payment from its customers. The business owner wanted other customers to know that if they didn’t pay they would be sued.

If you go to an attorney who is not business savvy, then the attorney may immediately recommend litigation. Some attorneys simply do not know how to resolve disputes; they are paid to litigate and the longer they do not resolve the dispute, the more they can collect in hourly fees. One attorney recently counseled his clients not to attend a meeting among the principles to try to resolve an ongoing dispute. He gets his attorneys’ fees the longer the action is not resolved.

Deadlock: dispute resolution mechanisms

Despite your best efforts, you have been unable to resolve your dispute. You may still be able to avoid litigation if you and the other party are able to agree on a mechanism to resolve the dispute short of litigation such as through mediation or arbitration. In another blog, we will discuss the differences between mediation and arbitration and the advantages and disadvantages of each. In the following blog, we discuss responses to litigation for a small business.