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.

Government Contractors Swamped by Terminations for Convenience

Contract termination for convenience is a critical aspect of government contracting. In theory, termination for convenience allows federal agencies to terminate contracts “for convenience” when it serves the government’s interests for whatever reason or for no reason at all. This mechanism provides flexibility for the government to adapt to changing needs, budgets, or priorities without breaching contractual obligations. After a contract is suspended, the government has 90 days to determine whether to terminate a contract. Understanding the nuances of this process in this environment is essential for contractors to navigate potential risks and protect their interests. This article provides an overview of the consequences of a termination for convenience.

Related article: Government Contractors: Stop-Work Orders

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Termination for convenience: convenient for the government

Termination for convenience refers to the government’s right to end a contract without cause, typically to serve the government’s interest. Unlike termination for default, which arises from contractor non-performance, convenience terminations are not based on the fault of any party. Until recently, contracting officers commonly used them in a narrow set of circumstances such as budgetary constraints, project cancellations, or when the contracted goods or services were no longer required.

Federal regulations govern termination for convenience clauses, which are included in most government contracts. These clauses outline the procedures, rights, and remedies available to both parties in the event of a termination.

Key features of termination for convenience

The government retains broad discretion to terminate contracts for convenience. This right is not unlimited, however, and must be exercised in good faith. Courts and administrative bodies may review termination decisions to ensure they correspond with the government’s legitimate needs.

Several high-profile cases illustrate the complexities of termination for convenience. For instance, in Torncello v. United States (1982), the U.S. Court of Claims emphasized that the government’s discretion is not absolute and must be exercised in good faith. Similarly, the ASBCA (Armed Services Board of Contract Appeals) has ruled that terminations must align with the contract’s purpose and cannot be used arbitrarily.

When a contract is terminated for convenience, the contractor is entitled to payment for work completed up to the termination date, as well as reasonable costs incurred in preparing for the contract. Depending on the contract type, this may include:

• Direct costs associated with the terminated portion of the work.
• Indirect costs, such as overhead, allocated to the terminated portion.
• Profit on completed work.

Contractors are generally not entitled to lost profits for the uncompleted portion of the contract unless the termination is found to be made in bad faith.

Notice and procedures

The government must provide contractors with written notice detailing the termination. This notice typically includes instructions for stopping work, delivering completed items, and submitting a termination settlement proposal.

Contractors are expected to minimize their costs following the notice. The first thing after receiving a termination for convenience notice is to comply with the instructions of the contracting officer, usually the most important of which is to stop work as soon as possible and terminate any pending subcontracts.

Settlement process

Contractors must submit a termination settlement proposal, outlining costs and justifying compensation. With approval or ratification to the extent required by the contracting officer, the government contractor should include all outstanding liabilities and termination settlement proposals arising from the termination of subcontracts.

The government reviews this proposal, and negotiations may occur to resolve disputes. If an agreement is not reached, contractors may appeal to the appropriate board of contract appeals or the U.S. Court of Federal Claims. During this time, the contractor will transfer title to the government.

The contractor’s primary goal is to recover as many costs as possible. The major financial challenge for government contractors is that terminations for convenience have been held to convert a fixed-price contract to a cost-type contract for purposes of ascertaining the contractor’s allowable termination costs. In other words, they don’t automatically get the entire amount unless they can prove it.

Practical implications for contractors

Contractual Awareness. Contractors should thoroughly review the termination for convenience clause in their contracts. Understanding the scope of the government’s rights and the contractor’s entitlements is crucial for effective risk management.

Documenting Costs. Maintaining detailed records of costs incurred is essential. This documentation supports settlement proposals and ensures contractors can substantiate their claims during negotiations or disputes.

Mitigating Risks. Contractors can take proactive steps to reduce the impact of a termination for convenience. For example, the government contract should:

• Diversify revenue streams to avoid over-reliance on a single government contract.
• Include provisions in subcontracts that address termination scenarios.
• Negotiate clauses that limit the government’s ability to terminate without cause, even if unlikely that the government will agree.

Legal Recourse. If a contractor believes that the government is using a termination for convenience in bad faith or as a pretext for avoiding contractual obligations, the government contractor may have legal remedies. Contractors can challenge the termination through formal dispute resolution mechanisms. But litigation costs make this alternative very unattractive.

Common challenges in termination for convenience

Disputes often arise over what constitutes reasonable costs or fair compensation. Contractors must clearly define these terms during contract negotiations to avoid ambiguity.

Small businesses, which often rely heavily on government contracts, may face significant financial strain following a termination for convenience. Agencies sometimes offer additional support or resources to mitigate these impacts.

Best practices for government contractors

Negotiating Favorable Terms. During contract negotiations, contractors should aim to include provisions that provide clarity on termination-related compensation and processes.

Engaging Legal Counsel. Experienced government contract lawyer can help contractors navigate the complexities of termination settlements and disputes.

Building Flexibility into Operations. Contractors should design their operations to adapt quickly to changes, including the possibility of a termination for convenience.

Conclusion

Termination for convenience is a powerful tool for the government, enabling it to respond to evolving needs while maintaining fairness to contractors. While this mechanism provides flexibility, it also introduces risks that contractors must carefully manage. By understanding the legal framework, adhering to best practices, and maintaining robust documentation, contractors can protect their interests and minimize the impact of a termination for convenience. In a landscape where government priorities can shift rapidly, preparedness and proactive management are key to thriving in the federal marketplace.