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.

T 202-741-9190 Einfo@rostenlaw.com
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Business Dispute Lawyer in Washington DC

Keith Rosten

Business dispute legal services

In this litigious age, few business enterprises have the luxury of operating over the long term unscathed by legal disputes. What seems like a small matter can quickly escalate from a bothersome smolder to a conflagration if it is not handled with speed, wisdom and skill. The time to address a business dispute is as soon as you are aware of it, not when it bursts into flames.

Keith Rosten and colleagues at Berliner Corcoran & Rowe LLP are available to assist you from the simplest argument to the most complex multi-party litigation. Whether your business receives a summons and complaint or you believe your business has suffered a wrong that should be addressed by the legal system, we have the experience and expertise to guide you through the process in the manner than will best accomplish your goals while causing the least possible disruption to your business.

We are primarily problem-solvers. In any dispute resolution setting, including the courtroom, we will help you reach sound decisions and implement appropriate legal strategies to bring about an appropriate outcome without losing sight of the fundamentals of your business and its ultimate purpose.

From the most basic business dispute to bet-the-company litigation, our dispute resolution background includes a wide variety of issues.

Our advocacy experience includes contract disputes; member disputes in a limited liability company; partner disputes in a partnership; shareholder disputes in a corporation; business dissolutions; non-competition agreements; real estate and property questions; intellectual property and trade secrets disputes; environmental liabilities; insurance and insurance coverage questions; employee raiding; securities; professional liability; tax controversies; fraud allegations. and many more areas of the law.

My colleagues and I have extensive experience at every stage of the litigation and alternative dispute resolution processes, from the first inkling of a disagreement through trial and the highest possible level of appeal.

We value our commitment to handling your business controversies with as little interference to you and at as reasonable a cost as we can manage while still handling your matters as thoroughly and responsibly as our clients deserve. The success of your business is our highest priority. If that success involves assistance in resolving a dispute or handling litigation, you can rely on us.

Client engagement process

Legalities are already complex, interacting with your lawyer shouldn’t be

Client Contacts BCR

Initial Consultation

BCR Conducts
Conflicts Check

Engagement Letter
Signed

  • Client Remits Retainer
  • Client Uploads Relevant Documents

Introductory Call

  • Prioritize Client Needs
  • Agree On Timeline
  • Discuss Budget

Engagement

Termination
of Engagement

Client Experience

The origin of many business disputes is less than adequate planning. Often times when business owners start a new small business, they may skip over the planning stage. For example, the founders of the business may not address the panoply of issues that a startup company should have planned out such as: who is responsible for operating the business, who gets to make the decisions, on what decisions do a supermajority of the owners need to agree, what happens if the business runs out of money, on what terms should an owner lend money to the business, and the list goes on.

If the business is a failure, there is not much to argue about, but if there is a modicum of success and there is no written agreement or an ambiguous agreement then there can be an acrimonious business dispute. Unless there is a significant amount in dispute, it is usually more cost-effective to resolve the matter.

Our clients turn to us to try to resolve a dispute short of litigation. But if these attempts are not successful, my partners at BCR who are skilled litigators can arbitrate or litigate the dispute. We can take the matter to trial and through appeal.

We have resolved numerous business divorces across various industries, including law firms, retail operations and service providers. Sometimes the parties are able to work out a settlement, and sometimes not. In one of my representations, a group of six friends had started a retail business without adequate planning. The business became very successful and those operating the business on a day-to-day business tried to squeeze out the other members. The matter was settled favorably to our clients, but not before the significant expenditure of time and expense from both sides. read more…

FAQs – Business Disputes

When should I address a business dispute, and why is it important to handle it promptly?

Addressing a business dispute promptly using a business dispute lawyer is crucial to prevent the situation from escalating and causing further harm to the parties involved. Most of the disputes involve parties with ongoing business relationships so there are dual goals: resolve the dispute; and maintain the business relationship.

By taking immediate action, parties have a better chance of resolving the dispute through negotiation, mediation, or another alternative dispute resolution methods. Furthermore, addressing a dispute promptly, either directly or using dispute lawyers, demonstrates professionalism and a commitment to finding a fair and efficient resolution.

Most business disputes may be resolved without the assistance of a business dispute lawyer. Still, for particularly intractable disputes and disputes where there is considerable distance between the parties’ understanding, it is important to engage the services of an attorney. Our advocacy experience as a corporate dispute attorney includes contract disputes; member disputes in a limited liability company; shareholder disputes in a corporation; business dissolutions; non-competition agreements; real estate and property questions; intellectual property and trade secrets disputes; insurance and insurance coverage questions; and many more areas of the law.

How do we approach dispute resolution and ensure that the fundamental goals of the business are not lost sight of?

Most business disputes follow a certain pattern. It is vitally important for our clients facing disputes or litigations to share all of the facts, even unfavorable facts so that we can properly assess their position. It is important to advise our clients on their respective legal rights and obligations, usually concerning a contract.
Next, it is important to understand the risk of not resolving the dispute. And then, it is important to understand the goals of maintaining the business relationship between the parties. And then if our client is the aggrieved party, we prepare a demand letter describing our client’s position and trying to offer a resolution. If the parties cannot resolve the dispute through negotiation to find a practical and viable resolution, the remaining alternatives are mediation, arbitration, litigation, or a combination. By maintaining open communication, providing objective advice, and advocating for our clients’ best interests, we try to ensure that the fundamental goals of the business remain at the forefront during the dispute-resolution process.

As a business dispute lawyer, how do you recommend we can ensure each party’s needs are met during dispute resolution?

We try to explore solutions so that each party’s needs are met during dispute resolution by adopting a client-centered approach. As dispute lawyers, we take the time to understand the unique circumstances, goals, and concerns of our clients. By actively listening and engaging in open communication, we strive to identify and prioritize the specific needs of each party involved in the dispute. We work to find common ground and explore creative solutions that address all parties’ underlying interests and objectives. We aim to achieve fair and mutually beneficial outcomes, which is usually the most advantageous solution for our clients.

Are there alternatives other than litigation if a dispute arises from an agreement?

When a dispute arises from an agreement, there are alternatives to litigation that parties can consider. One common alternative is mediation, where a neutral third party assists the parties in reaching a voluntary and mutually acceptable resolution. Mediation promotes open communication and allows for creative problem-solving. Another option is arbitration, where an impartial arbitrator or panel makes a binding decision after considering the evidence and arguments presented by each party. Arbitration provides a more streamlined resolution compared to traditional litigation. Additionally, negotiation and settlement discussions can be pursued directly between the parties to reach a compromise. These alternatives to litigation offer flexibility, cost-effectiveness, and the potential for quicker resolution. As a business dispute lawyer, we can provide guidance and support throughout these alternative dispute resolution processes, helping clients explore and pursue the most suitable option for their specific circumstances.

As a business dispute attorney, can you assist with international business disputes and cross-border litigation?

With the world economy, small businesses can and usually do have customers or suppliers, or business partners that are outside of the United States. When a dispute arises, there are numerous additional issues aside from language and cultural approaches to resolution of disputes, but legal issues such as choice of law and choice of forum. When an international business dispute fails to settle and goes to arbitration there are not only domestic arbitral forums such as the American Arbitration Association and JAMS, but also international tribunals such as the International Chamber of Commerce.

How can we provide ongoing support and guidance as a business dispute attorney to a business to prevent future disputes or mitigate potential legal risks?

The best way to prevent business disputes is to have reliable and trustworthy business partners and agreements that properly reflect the parties’ understanding. We can provide ongoing support and guidance to your business to prevent future disputes and mitigate potential legal risks as your business dispute lawyer. We can assist in reviewing and drafting contracts, policies, and internal procedures to ensure they are comprehensive, legally sound, and aligned with your business goals. By conducting regular legal audits and assessments, we can identify areas of vulnerability and recommend proactive measures to minimize legal risks.

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