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.

Introduction to Arms Export Controls

In our last post, we provided information for small businesses to become acquainted with the applicable export regulations and to identify potential issues that may arise when exporting goods from the U.S. We hope that we have sensitized you to the fact that even a small business may have to be concerned about export control rules and regulations. In this post, we discuss International Traffic in Arms Regulations (ITAR), which deals with arms export controls. Not many small business owners are exporting weapons as such, but as we discuss in this article, even components that may be used in weapons may fall under the ITAR.

ITAR controls: Not just exports of hardware

ITAR regulates the export, reexport, retransfer, and brokering of ITAR-controlled defense articles (hardware), technical data (technology including software), and defense services. Companies unfamiliar with U.S. export controls sometimes make the mistake of assuming that U.S. export restrictions apply only to exports of hardware from the United States. That is not the case.

If hardware or technology is subject to the ITAR, their reexport from, or retransfer within, a foreign company is also subject to the ITAR restrictions. In addition, certain activities related to such ITAR-controlled hardware and technology may also be subject to the ITAR. For example, brokering activities or providing defense services may also fall under the ITAR.

Is the hardware or technology controlled under ITAR?

As you would probably expect, ITAR-controlled military items are subject to more stringent export controls than EAR-controlled commercial items. As a result, companies should always review ITAR first to determine whether the hardware or technology is subject to ITAR before reviewing Export Administration Regulations (EAR).

Contained within the ITAR is the United States Munitions List (USML). The USML is subdivided into 21 separate categories that describe various types of military hardware, ranging from firearms and missiles, to military aircraft, submersibles, and spacecraft. In addition, each USML category controls technical data and defense services directly related to defense articles. If the hardware is described in the USML, it is an ITAR-controlled defense article.

As is probably of no surprise to you, certain items such as tanks, F-35 stealth bombers, and laser guided missiles are obviously military items controlled under ITAR. But ITAR controls several other types of items that you may not assume would be controlled as a military defense article. In addition to major end-items or systems such as tanks or aircraft, each USML category also controls specified subsystems, parts, components, accessories and attachments.

As a result, companies often discover that certain parts and components that can be used for commercial applications may nevertheless be controlled under ITAR because those parts and components also have military applications. For example, certain sensors or specific integrated circuits are subject to ITAR.

ITAR registration

If a company’s hardware or technology is subject to ITAR, the company will need to register with State Department’s Directorate of Defense Trade Controls (DDTC) as a manufacturer and/or exporter of defense articles and renew their registration annually. Registration entails completing a registration form that identifies, among other things, the company’s owners, senior officers, related companies, and product and service offerings.

Registrants pay an annual fee (starting at $2,250) that varies depending on the number of licenses obtained, and have a few affirmative obligations, such as notifying DDTC about material changes to its registration information within specified time periods.

DDTC registration is required for manufacturers, exporters and brokers of defense articles, technical data and defense services. DDTC registration is a prerequisite for obtaining ITAR export or brokering authorization (for example, a license) or making use of an ITAR license exemption.

DDTC authorization required

If the company’s hardware or technology is subject to the ITAR, the company will also need authorization from DDTC to export the goods anywhere outside the U.S. except under limited circumstances where an ITAR license exemption is available. The likelihood of obtaining the required authorization from DDTC will vary depending upon the particular hardware/technology involved, the intended destination, end-use, and end-user. If you are thinking of exporting to North Korea or Iran, you should definitely consult with an export control lawyer before doing so.

Deemed exports

DDTC defines the term “export” broadly, applying it not only to exports of tangible items (hardware or hard-copy technical data) from the United States, but also to releases or transfers of intangibles, such as electronic technical data (email) or software to foreign persons, even if those releases or transfers occur in the United States.

For example, transfers of ITAR-controlled technical data by a U.S. company to its foreign person employee inside the United States would be considered an “export,” which would require prior DDTC authorization under most circumstances. Deemed exports could occur through any number of circumstances, including email, over the phone, or during in-person meetings where technical data is discussed.

Even if you have a small business, if you are thinking of exporting arms or weapons, or anything that goes into arms or weapons, then you should consult with an export control lawyer. In this post, we have summarized the major provisions of the International Traffic in Arms Regulations. In the next post, we will discuss the Export Administration Regulations (EAR).