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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Government Contract Lawyer in Washington DC

Keith Rosten

Government contract legal services

Government contractors face a whole host of legal issues when working with the government. And with a hands-on approach and personal experience, we will help you navigate those legal issues – such as regulations and requirements for applying – when you are applying for a government contract, so that your small business is able to work effectively in the government marketplace.

As business attorneys advising small government contractors, we will work with you through the process of government procurement: this includes bidding and the award process for contracts, ethics and compliance issues, accounting and pricing rules, private or government audits and investigations, having proper security clearances, domestic preference requirements, and due diligence and transactional assistance. We will work with you at every step of the way, starting with the review and consideration of government solicitations and continuing on through to bid analysis and preparation. We are familiar with the many aspects of doing business with the government and development banks, and as such, we are well-prepared as we aid you in the several areas that will require legal services.

If you want to apply for one of the socioeconomic statuses, such as a woman-owned business, HUBZone business, service disabled veteran-owned small business, small disadvantaged business, (8)a business, we can assist your company. If you have already been approved for one of these programs, we can assist you in determining whether your small business is eligible for certain contracts or how your company can use its preference for certain government contracts.

Whether you are doing business directly with the government or with a prime contractor, you will need to comply with the Federal Acquisition Regulations System (FARS), which are the regulations governing how the government purchases goods and services. As government contract lawyers for small businesses, we can assist your company in complying with these and other government rules and regulations. Similarly, if your business is applying for work financed by the World Bank, you will have to comply with its procurement guidelines.

Should you think that the government agency has not properly followed the rules and regulations regarding a particular procurement, we will provide legal support to determine whether you should file a bid protest with the agency administering the contract, the U.S. Government Accountability Office or the U.S Court of Federal Claims. We will help you put together the bid protest should you decide to file one.

We can also help in defending small businesses in performance and other disputes filed against the company. We have handled matters at all stages of the sanctions process at the World Bank, from cases filed with the world Bank’s Suspension and Debarment Officer (SDO), which typically reviews accusations brought by the Integrity Vice Presidency (INT) of the World Bank, to matters through hearing before the World Bank’s Sanctions Board. We will be by your side to represent your small business before a particular agency or in court. We have more resource materials on government contracting law here.

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

We represent numerous government contractors. Strategizing with our client even before formation is important if the client anticipates a significant portion of business from state or federal government. The small business government contractor may benefit from applying for one of the federal contracting assistance programs: women-owned small business (WOSB), small disadvantaged business (8a);

service-disabled veteran-owned small business (SDVOSM); and small business in a HUBZone. There are similar programs at the state and local level. When a client is interested in one of these contracting assistance programs, we work with our client to create a sound corporate structure to ensure compliance with the requirements of the applicable program. The most common issue that arises with clients is how to structure the government contracting firm to assure that the business is “owned and operated” by the applicable member of the designated group (women, service-disabled veteran, socially and economically disadvantaged).

There are usually competing interests and participating in one of these contracting assistance programs may not comport with the strategy of the business. For example, one of our clients is a consulting firm owned by three people. Two of the three partners are women; one is a man. The firm readily meets the “ownership” requirement for the WOSB program. But because the partners are unwilling to cede control solely to the women in the business, the firm does not meet the “operated by” requirement. Accordingly, after a strategy session, the partners decided not to apply for the WOSB contracting assistance program. read more…

FAQs – Government Contracting Legal Aspects

How do I become a government contractor?

Any business or nonprofit may register to bid on government contracts and receive grants. The first step is to register your organization on the System for Award Management (SAM). Your SAM registration must be renewed every year.

What kinds of government contracts may a government contractor bid on?

Any government contractor may bid in full and open competition. These contracts may be fixed-price, cost reimbursement and time and materials contracts. The contractor may also bid on indefinite/delivery/indefinite quantity (IDIQ) contracts, which usually are large umbrella contracts under which the government issues task orders to those government contractors who hold a particular IDIQ contract.

What are the most important regulations and requirements for a government contractor?

When applying for a government contract, there are several regulations and requirements that you should be aware of. Key considerations include determining your eligibility for government programs that cater to small businesses, the bid protest process, which allows a party to challenge a government contract award, compliance with labor laws, security and IT requirements, and familiarizing yourself with the Federal Acquisition Regulations (“FAR”).

FAR is a set of regulations that govern the acquisition process for federal government contracts including contract formation, pricing, and dispute resolution. A government contracts lawyer can assist in navigating the regulatory landscape and ensuring compliance when applying for government contracts. As a government contracting law firm, we can provide guidance on interpreting and complying with the FAR, assist with the preparation and submission of contract proposals, review contracts and solicitations for compliance issues, and help you understand and fulfill any special requirements of a government contract.

What are the major contracting assistance programs available to small businesses?

Small businesses can apply for various contracting assistance programs that provide advantages in government contracting. These programs are administered through the U.S. Small Business Administration (SBA). The most widely used contracting assistance programs are:

  • Women-Owned Small Business Program
  • Service-Disabled Veteran-Owned Small Business Program
  • Historically Underutilized Business Zones (HUBZone) Program
  • 8(a) Business Development Program
  • Small Disadvantaged Business Program

A government contracts lawyer can assist small businesses in determining their eligibility for these programs by analyzing their business. They can help navigate the certification application process, ensuring that all requirements are met, and necessary documentation is prepared and submitted accurately. By working with our government contacting law firm, small businesses can enhance their eligibility for government contracts and gain a competitive advantage in the procurement process.

What are the major issues in determining eligibility for a contracting assistance program as per government contract law?

The most frequent issues in determining eligibility in these programs are ownership and control and affiliation. Most of these programs require the small business to be “owned and controlled” by the particular target category. For example, a women-owned small business must be owned and controlled by women who are U.S. citizens. The Federal Acquisition Regulations (“FAR”) get into a lot of detail of what is the meaning of control, but in general it means that women must manage the day-to-day operations and make the long-term decisions for the small business.
Similarly, affiliation rules are complex, and especially for organizations close to the size standards, they may be disqualified because they may be “affiliated” with another organization. For example, affiliation may be based on common stock ownership or common management.

How can a government contracts lawyer assist a government contractor in developing a teaming agreement, and what are some important considerations when entering into such an agreement?

A government contract teaming agreement is a legal agreement between two or more companies that partner to pursue and fulfill a government contract. It outlines the terms and conditions of the collaboration, establishing the roles, responsibilities, and rights of each party involved. A government contracts lawyer can assist in developing a teaming agreement by providing guidance and legal expertise throughout the process. They can review and negotiate the terms of the agreement, ensuring that the rights and obligations of all parties involved are clearly defined and protected. We advise our clients on important considerations when entering into a teaming agreement, such as the scope of work, confidentiality provisions, dispute resolution mechanisms, termination clauses, and liability provisions.

How can a government contracts lawyer assist in filing a bid protest if a government agency has not followed the rules and regulations in a procurement process?

We can assist in filing a bid protest if a government agency has not followed the rules and regulations in a procurement process. They can review the procurement process, solicitation documents, and any relevant communications to assess the potential grounds for a bid protest, prepare the bid protest, and file it. In some cases, the government agency may negotiate with your company to seek a resolution that addresses concerns raised in the bid protest, we can engage in these negotiations on your behalf. If the bid protest is not resolved through negotiation, we can provide litigation support.

What steps should small government contractors take to proactively comply with government rules and regulations and minimize legal risks?

Small government contractors should take several steps to proactively comply with government rules and regulations and minimize legal risks. First, they should invest time in understanding the applicable laws, regulations, and contract requirements relevant to their industry and the specific government contracts they pursue. Small government contractors should establish compliance programs tailored to their operations, which may include policies and procedures and training programs. A government contractor should maintain accurate documentation of their compliance efforts, such as records of certifications and audits. While a government contract lawyer can help you with all the aspects, by prioritizing compliance, small government contractors can reduce legal risks and increase their chances of long-term success in the area of government contracting.

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