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.

Navigating Business Acquisitions: Key Legal Insights

Understanding the phases of buying a business to ensure a successful transaction

Buying a business is a monumental undertaking. Unlike real estate, where properties often follow predictable valuation models and legal structures, every business is truly unique. Because you are acquiring an active ecosystem of employees, customers, and intellectual property, the process is significantly more complex than a standard property transaction. To navigate this journey successfully, you need to understand the distinct phases of an acquisition. This article provides the major stages of buying a small or medium-sized business.

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Preliminary negotiations and confidentiality

Depending on the company’s size, a seller may be represented by a business broker or an investment banker. However, before any sensitive data changes hands, the process begins with two critical steps. The first step is that the seller will require the prospective buyer to sign a non-disclosure agreement. This protects the seller’s proprietary information.

Related article: Selling a Small Business: Not as Easy as you Thought

Once the NDA is signed, the seller may provide high-level financial snapshots to help the buyer determine if the opportunity is worth pursuing.

Related article: NDAs: Who Do They Protect?

The strategic letter of intent (LOI)

Many buyers focus solely on the price, often drafting an LOI without legal counsel. This is a mistake. Given that roughly half of all deals never close, it is vital to negotiate fundamental terms early to avoid wasting thousands of dollars in legal fees and months of energy.

A well-crafted LOI should act as a roadmap, addressing potential “deal-breakers” such as:

Deal structure: whether the purchase will be a purchase of assets or a stock purchase

Financing contingencies: how the purchase will be financed, especially if the purchase will be financed through a bank or by a SBA 7(a) loan

Real estate: whether the buyer is purchasing the building or assuming an existing lease.

Government approvals: whether the business will need certain licenses or regulatory permissions to continue to operate.

Employment and migration: whether the buyer intends to retain key staff and transition plans.

EXPERT TIP: Take an aggressive approach to the LOI. It’s better to discover a deal-breaking disagreement now than weeks into expensive due diligence.

Related article: Lessons from Failed Business Acquisition

Deep-dive due diligence

Once the LOI is signed, the “real” work begins. Due diligence is not just a legal check; it is a holistic audit of the business’s health. Emphasizing the importance of involving not just legal counsel but also financial advisors, accountants, or industry experts in the process. These additions could provide a more holistic view of the acquisition journey. This phase includes:

Legal: Litigation searches, UCC-1 lien searches,

Tax and financial: Either the buyer or their financial advisers will conduct a deeper dive into the finances and taxes of the target company. Both seller and buyer will also consult with their tax advisers to understand the consequences of any deal structure.

Operations: Reviewing all vendor contracts and other material contracts and assessing the operations of the business.

Customer analysis: Evaluating customer lists to check for “concentration risk” (relying too heavily on one client).

Employees: Assessing the extent to which the buyer will integrate existing employees and how company cultures can impact the success of the acquisition.

Intellectual property: Ensuring the business actually owns the trademarks, patents, or software it uses.

Purchase agreement and auxiliary documents

When it becomes clear the deal is viable, the buyer’s counsel prepares the purchase and sale agreement. This document is often finalized shortly before—or even on—the day of closing.

The complexity often lies in the auxiliary agreements attached to the main contract, such as consulting or employment agreements, lease assignments, and assignments of intellectual property.

From the buyer’s perspective, possibly the most important document is the disclosure schedule. Requiring the seller to disclose certain aspects of the business or its operations adds a layer of protection to the buyer. It is a way to mitigate some of the legal risks. An omission on the disclosure schedule can be deemed a misrepresentation.

Closing and beyond

The era of everyone gathering in a mahogany-paneled law office is largely over. Most modern deals conclude via a virtual closing, where documents are signed and exchanged virtually.

However, the “closing” is rarely the end. Most acquisitions involve a post-closing phase where the buyer and seller manage transition issues such as adjustments to working capital, or reconciling accounts receivable or inventory. And usually there is a provision for the seller to stay around to ensure a smooth transition while the buyer learns the ropes. This post-closing period can be contentious if expectations weren’t clearly managed during the earlier stages.