Experienced Small
Business Attorney in DC
its particular needs. Keith Rosten of Berliner Corcoran & Rowe LLP provides resources for your small business.
Business Lawyer
Expert Small Business and Startup Legal Services
Our 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. Our services include:
Fully compliant and worry-free
new 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.
M&A can be complex but
not with us by your side
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.
We manage the legal issues
while you focus on your business
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.
Manage your business transactions
without worrying about legal aspects
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.
Client engagement process
Legalities are already complex, interacting with your lawyer shouldn’t be.
Initial Consultation
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
Before retaining our services, Martha and Karen launched a food service startup business. They owned and operated several food trucks and a fast-food restaurant. Martha and Karen needed assistance with restructuring their existing businesses, each of which had a different ownership and governance structure. We gathered pertinent information from Martha and Karen to formalize their business structure. We determined to create a holding company, under which each location would be organized as a separate legal entity.
We analyzed various options for the holding company and each subsidiary. The options were limited liability company, partnership, C corp or S corp. We analyzed the pros and cons of organizing in various states. We discussed at length governance and management structure for the holding company and each subsidiary. After their consideration of the options, and consultation with their tax adviser, Martha and Karen decided to form the holding company as an LLC in Delaware, with the subsidiaries formed in the respective states in which they were doing business. Martha and Karen selected partnership tax treatment for the holding company. Equipped with a comprehensive plan, the business partners confidently launched their venture, laying the legal foundation for a successful business. read more…
We act as outside general counsel for numerous startups and other small businesses in various industries, including manufacturers and service providers such as consulting firms. As outside general counsel, we draft and review a whole host of agreements, such as employment agreements, consulting and service agreements, independent contractor agreements, and confidentiality agreements.
One of our clients is a cybersecurity firm (CSF), the clients of which are large companies including a fair number of publicly traded companies. CSF utilizes its proprietary algorithms to conduct vulnerability assessments on customer computer systems. We have developed templates for the company to facilitate its transactions with its clients. CSF uses a mutual non-disclosure agreement template during negotiations between CSF and its prospective clients. It uses a consulting agreement template for conducting these cyber security assessments. When CSF clients prefer their own agreements, CSF has us review every agreement before CSF is ready to sign. These agreements encompass critical aspects of the relationship between CSF and its clients, including protection of confidential and proprietary information, indemnification clauses, warranty provisions, and limitation of liability. By carefully examining these legal documents, we try to minimize the risks for CSF in conducting business. read more…
FAQ – Small Business Attorney
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 may terminate our services for any reason.
Should my small business lawyer or startup lawyer be in the same city 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. No, not always necessary and we represent clients from Washington, D.C. and from other cities and states and from foreign countries.