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.

World Bank’s Sanctions System

Winning a World Bank contract is no small feat. You’ve navigated a challenging procurement process and committed to upholding the Bank’s stringent ethical standards to safeguard the integrity of the process to obtain and implement the project.

feedough © 123RF.com

You’ve read the latest World Bank procurement regulations for investment project financing, and particularly the World Bank Group’s Sanctions Framework.

You’ve pledged to steer clear of corrupt, fraudulent, collusive, or coercive practices. But what happens when the Integrity Vice Presidency (INT) comes knocking? An investigation into your contract can be a daunting turn of events.

Understanding the World Bank’s Sanctions System (WBSS) is crucial for anyone working with World Bank-funded projects. This article breaks down the essentials of the World Bank’s Sanctions System.

Who falls under the World Bank’s Sanctions System?

The World Bank’s Sanctions System applies to any entity receiving World Bank funding, whether through grants, loans, guarantees, or other financial instruments. These funds fuel development projects worldwide, and businesses operating in emerging markets may find themselves connected to this funding—sometimes without even realizing it.

The Sanctions System is an internal adjudicative system with the power to impose administrative penalties on parties involved in (1) bidding on Bank-funded contracts or (2) expending Bank funding.

Sanctions can be triggered if the World Bank determines that a party has more likely than not engaged in any of the following: fraud, corruption, coercion, collusion, or obstruction.

Importantly, intentional misconduct is not required. Negligence or recklessness can also lead to the imposition of sanctions.

Navigating the WBSS can feel like stepping into a complex legal drama. Here’s how it unfolds:

Stages of the World Bank’s Sanctions System proceedings

The Investigation Stage. It all starts with the Integrity Vice Presidency (INT), the World Bank’s investigative arm. INT looks into allegations of sanctionable practices—fraud, corruption, collusion, coercion, or obstruction. If INT gathers enough evidence, the case moves forward.

The Review Stage. Next, the baton passes to the Office of Suspension and Debarment (OSD). Here, the Suspension and Debarment Officer and his or her legal staff evaluate INT’s findings. Their job is to decide whether there’s enough evidence to confirm a sanctionable practice occurred.

The Sanction Stage. If OSD finds evidence of wrongdoing, they recommend a sanction. At this stage, most cases are resolved without further action.

The Appeal Stage. But what if the contractor disagrees with the scope or severity of the sanctions against it? That’s where the World Bank Group Sanctions Board comes in. This is the final stop—a sort of high court within the Bank’s system. The Sanctions Board has the last word on what penalties, if any, will be imposed.

Responding to the World Bank’s Investigation

The World Bank doesn’t investigate businesses out of the blue. Its Integrity Vice Presidency (INT) follows a structured process. Here’s how it typically works:

The Audit Letter. INT may start an investigation on its own initiative or based on an anonymous tip. If your business is involved, you’ll receive an “Audit Letter.” This letter informs you that INT is exercising its right to audit your operations.

To adequately respond to an Audit Letter, you may need to provide invoices, budgets, communications, documentation of operating procedures, organization charts, and potentially even interviews. Businesses are advised to exercise best practices in record-keeping and document retention so as to ease a possible audit.

The Show Cause Letter. If INT finds evidence of potential misconduct, they’ll issue a “Show Cause Letter.” This gives you a chance to explain your actions and address their concerns.
To adequately respond to a Show Cause Letter, you will need to respond with a narrative that allays INT’s concerns by providing exculpatory evidence or a rationale that disproves or counters the alleged wrongdoing. This narrative response should be supplemented by sufficient evidence.

The Statement of Accusations and Evidence. If your response doesn’t resolve their concerns—or if you don’t respond—INT will escalate the matter. They’ll file a formal “Statement of Accusations and Evidence” with the Office of Suspension and Debarment (OSD). You’ll be notified of this step.

When INT proceeds with a formal accusation to OSD (akin to an indictment), INT may engage with the respondent party to settle. As with a Show Cause Letter, the party will need to prepare a compelling narrative and produce sufficiently mitigative evidence to result in a favorable settlement outcome.

The Notice of Sanctions Proceedings. Finally, if OSD determines that a sanctionable practice likely occurred, it will issue a “Notice of Sanctions Proceedings.” This marks the start of formal proceedings to decide on any penalties.

To respond to a Notice of Sanctions Proceedings, your attorney will generally prepare a detailed response along with relevant attachments of evidence. In our representation of contractors, we detail the factual background and outline the policies and procedures of the contractor to demonstrate mitigating factors.

Related article: Anti-Corruption Compliance Programs

It can be beneficial if the contractor has already launched its own internal investigation.

The Sanctions Procedures clearly casts the burden on INT to prove that it is “more likely than not” that the contractor engaged in a sanctionable process. SDO renders its decision whether to impose sanctions.

Appealing sanctions. If SDO imposes sanctions, you have the right to appeal to the World Bank Group Sanctions Board. This independent body composed of seven judges reviews cases.

Far-reaching impact of World Bank sanctions

Where OSD or the Sanctions Board, as the case may be, determines that it is more likely than not that a respondent engaged in a sanctionable practice, one or more appropriate sanctions may be imposed from the range of possible sanctions, which may include: (i) reprimand, (ii) conditional non-debarment, (iii) debarment, (iv) debarment with conditional release, and (v) restitution or remedy.

While World Bank sanctions do not carry the weight of criminal law, their consequences can still be severe. Here’s what you need to know:

Legal Ramifications. Alleged wrongdoing identified in a World Bank investigation can influence legal proceedings in the jurisdiction where the acts occurred. This means sanctions could have a ripple effect, triggering additional legal challenges.

Cross-Debarment Sanctions from the World Bank can often lead to “cross-debarment” by other multilateral development banks (MDBs). This amplifies the impact, restricting your ability to work with multiple global institutions.

Reputational Damage. The World Bank publicly discloses sanctions, which can tarnish your business’s reputation. This public disclosure can deter potential clients, partners, and investors, making recovery even more challenging.

Why you need legal counsel during World Bank sanctions proceedings

If your business is notified of a World Bank audit, allegations, or sanctions, the first step is clear: secure legal representation. Engaging counsel early can make a significant difference in how the process unfolds. Here’s why:

Managing the Audit. An attorney can help you navigate the audit process, ensuring its scope is reasonable and that you cooperate without oversharing or risking self-incrimination.

Responding to Allegations. Whether it’s a Show Cause Letter or a Statement of Accusations and Evidence, your attorney can craft a response that effectively addresses the allegations—potentially mitigating or even dismissing the claims against you.

Negotiating Settlements. In many cases, reaching a settlement with the Bank is far less burdensome than undergoing a full adjudication. An experienced attorney can negotiate on your behalf to secure a more favorable outcome.

Representation Before OSD and the Sanctions Board. An attorney can represent you in these proceedings, working to eliminate any sanctions or have the Sanctions Board select a less severe sanction.

The bottom line

The World Bank’s sanctions process is thorough, structured, and designed to ensure accountability. Facing a World Bank investigation can be daunting, and you should not navigate it alone. Legal counsel ensures you’re prepared, protected, and positioned for the best possible outcome under the circumstances. For businesses, understanding this system is key to navigating the risks—and responsibilities—of working with Bank-funded projects.