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.

Case study: lessons learned from long hunt to buy business (Part 2)

In the first part of this article, we reviewed the journey of Jack, an aspiring entrepreneur who was looking to purchase a small business with his wife. He came to us as his mergers and acquisitions attorney. Last we left Jack, he had searched for an existing small business over 18 months. And in the end, he abandoned his search. In this article, we discuss lessons that Jack learned from his search.

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Related articles:

Looking to Buy a Business: Challenges Abound (Part 1)

Lessons from Failed Business Acquisition

Deal directly with sellers for a more personalized approach

Get to the owner of the business you are interested in buying as soon as possible. One of the key takeaways from the business acquisition process is the value of working directly with sellers rather than relying solely on brokers. Brokers can be an impediment as they often operate within a structured sales funnel that can limit creativity and flexibility. They can potentially hinder the buyer’s ability to negotiate effectively.

If you have to deal with a broker, Jack says that he would look for a broker through sellers. For instance, reaching out to both the new and previous owners of a recently sold business can provide valuable information about the broker’s role and their experience during the transaction. This approach fosters a more transparent and personalized process, allowing buyers to make more informed decisions.

By engaging directly with sellers, buyers can gain deeper insights into the business and its operations. Dealing directly with sellers also opens the door to creative solutions and tailored agreements that may not be possible when working through intermediaries. It empowers buyers to ask specific questions, understand the seller’s motivations, and build a relationship that can lead to a smoother transaction.

For those navigating the complex journey of acquiring a business, establishing direct connections with sellers can be a strategic move that enhances the overall experience and outcome.

Secure funding commitment before pursuing a deal

One of the most critical lessons in the business acquisition process is ensuring you have your financing secured upfront. This means obtaining a loan commitment letter that confirms your ability to secure funding for the transaction. Without this assurance, you risk losing credibility with sellers and potentially missing out on opportunities.

Related article: Funding for Startups: Seed Financing

In the case of Jack, he took a proactive approach by obtaining funding letters from all four of his financial sources. These letters demonstrated that he was pre-approved for the loan amount required to close the deal. Having this documentation in hand not only strengthened his position as a serious buyer but also provided peace of mind during negotiations.

Securing funding early in the process is a strategic move that can save time, reduce stress, and increase your chances of successfully acquiring a business. It signals to sellers that you are prepared and capable of following through, making you a more attractive buyer in a competitive market.

Avoid franchises if creativity is a priority

Franchises may seem like an attractive option for aspiring entrepreneurs, but they often come with significant limitations. The crux of the issue lies in the franchise contract and disclosure agreement. These documents typically include a brief section on support, which essentially states that the franchisor owes you minimal assistance. This lack of support can leave franchise owners feeling isolated and constrained.

In conversations with dozens of franchise owners, a recurring theme emerged: if you are a true entrepreneur, franchises may not be the right fit. Franchisors dictate key aspects such as supply sources, equipment procurement, and operational methods. This rigid structure leaves little room for creative freedom in areas like product selection, shop design, and overall business operations.
For those seeking a business venture that allows for innovation and personal creativity, franchises may impose too many restrictions. Entrepreneurs who value autonomy and flexibility may find greater satisfaction in independent business ventures in which they can fully implement their vision and ideas.

Limit upfront payments to avoid costly pitfalls

One of the most frustrating and challenging aspects of the business acquisition process is the temptation to pay upfront for services or memberships that promise success. This approach can quickly drain resources without delivering tangible results. It’s all too easy to get caught up in the allure of expert advice, exclusive communities, or subscription-based platforms that claim to streamline the search for a business.

However, many of these offerings are more about extracting money than providing genuine value. Jack warns of “sharks” who promise success in exchange for hefty fees, often leaving buyers with little to show for their investment. These individuals or organizations may appear well-intentioned, but their primary goal is often to capitalize on the eagerness and uncertainty of aspiring business owners.

The key takeaway is to approach such offers with caution. Before committing to any upfront payments, thoroughly evaluate the value and credibility of the service being offered. Focus on building your knowledge and network through reputable, cost-effective channels. By avoiding unnecessary upfront expenses, you can preserve your financial resources and maintain control over your business acquisition journey.

Seek guidance from mentors for invaluable insights

One of the most valuable strategies in the business acquisition process is seeking guidance from mentors who have experience and a genuine interest in your success. Mentors can provide critical insights, help evaluate opportunities, and offer advice that saves time, money, and potential missteps.

For instance, the speaker highlights their positive experience with SCORE, a nonprofit organization that provides free mentoring to entrepreneurs and business buyers.

Jack had a mentor at SCORE, who was a former evaluation expert, and played a pivotal role in guiding Jack through the complexities of business valuation. By working closely with his mentor,

Jack learned to assess business worth more accurately, aligning his “back of the napkin” estimates with his mentor’s seasoned valuations.

Mentorship offers more than just technical expertise; it provides a supportive relationship that fosters confidence and clarity throughout the acquisition journey. Whether it’s a SCORE mentor, a trusted friend, or a professional connection, having someone invested in your success can make a significant difference.

For those navigating the challenging process of acquiring a business, finding a knowledgeable and approachable mentor is a strategic move that can enhance decision-making and lead to more favorable outcomes.

Reflection on the process

Jack reflected on the lessons learned, including the importance of aligning business acquisition with personal and professional goals, and the potential pitfalls of rushing into a purchase without adequate preparation and understanding.

Despite these challenges, their meticulous approach underscores the complexities of small business acquisition and the perseverance required to navigate this competitive landscape.

An existing business may allow you to jump over numerous challenges and provide a great platform for growth. It is easier to start a business from scratch, but a new business has no customers, no products, no services. It is harder to grow a business from scratch than use an existing platform to scale.

The prospective buyer underscores the importance of aligning business acquisitions with personal expertise, financial goals, and realistic expectations.