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.

T 202-741-9190 Einfo@rostenlaw.com
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Anti-corruption Lawyer in Washington DC

Keith Rosten

Anti-corrpution law legal services

Every company seeks methods to minimize the risk of internal misconduct. If your company does international business, you will especially want to minimize the risk of fraud and corruption—both within your company and with third parties. Just as you have financial and operational policies and procedures to assure compliance with U.S. government requirements, you should have an anti-corruption program or an integrity compliance program. We assist companies in preparing anti-corruption compliance programs.

These programs are tailored to the needs of each particular company, depending on the size of the company, the countries where it does business, the industry in which it operates and other factors affecting the nature of the risk. In the United States, most companies doing business internationally are concerned about compliance with the Foreign Corrupt Practices Act. But there are other regimes that guide the design of these programs, such as the World Bank Integrity Compliance Guidelines, the U.K’s Anti-Bribery Act, the Anti-Bribery Recommendations of the Organisation for Economic Co-operation and Development and several others.

Developing an anti-corruption compliance program requires several stages. In the first stage, we ascertain the business risks facing the company. During this stage, we analyze the key business issues pertinent to corruption risk for the company: business contracts; business partners and third parties; dealing with government officials and state-owned enterprises; conflicts of interest; facilitating payments; lobbyists; and country risk.

In the next stage, we will assess the corruption risks that may affect the business. For example, the following may present red flags: unusual payment patterns or financial arrangements; unusually high commissions; lack of transparency in expenses and accounting records; lack of qualifications of local joint venture partner.

The third stage is preparing an anti-corruption or integrity compliance program (ICP). The program we develop will articulate the company policies for various aspects of the company’s business such as doing business with third parties; travel and entertainment; gifts; facilitation payments; internal controls.

The final stage includes training and communication of the program to the company’s employees and the third parties with which the company works. This stage generally includes training sessions and may include internal or external monitoring.

Having an effective anti-corruption program minimizes the risk of corruption and fraud. A company that is charged with misconduct can use the program as a mitigating factor in any sanction imposed. If a company has already been debarred, then the sanctioning authority such as the World Bank may require implementation of a ICP. We represent companies that have been charged with misconduct and more details can be found in our government contracting practice.

Client engagement process

Legalities are already complex, interacting with your lawyer shouldn’t be

Client Contacts BCR

Initial Consultation

BCR Conducts
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

The work that we have done in anti-corruption is in prevention by developing anti-corruption compliance programs. We have also represented clients in connection with suspension and debarment proceedings at the World Bank. In one engagement, our client was accused of actions subject to sanctions by the World Bank. We defended these allegations before the Office of Suspension and Debarment Chief Suspension and Debarment Officer (SDO), which provides the first level of adjudication in the World Bank’s suspension and debarment system. We were able to resolve the matter to the satisfaction of the client. In another matter, we were contacted after the SDO had already rendered its decision, and we were left to defend the actions of the client before the Sanctions Board.

In our representation in these sanctions matters, we work closely with the client to address the concerns raised by the World Bank and proactively implement remedial measures. By navigating the intricate legal complexities and maintaining open communication with all relevant parties, we were able to protect the client’s reputation and ensure a fair resolution to the sanctions case. read more…

FAQs – Anti-Corruption Compliance

Why is it important for companies to minimize the risk of internal misconduct, particularly in the context of international business?

If your company does international business, you will especially want to minimize the risk of fraud and corruption—both within your company and with third parties. Just as you have financial and operational policies and procedures to maintain compliance with U.S. government requirements, you should have an anti-corruption program. Generally your anti corrpution lawyer or bribery lawyer will be able to help you with that as internal misconduct can lead to significant legal and financial consequences, including regulatory investigations, fines, and reputational damage. It can also result in a loss of customer trust and confidence, impacting the company’s relationships with stakeholders and potential business opportunities.

What is an anti-corruption compliance program, and why should companies have one?

An anti-corruption compliance program is a set of policies, procedures, and internal controls designed to prevent and detect corrupt practices within a company’s operations. It aims to ensure compliance with relevant laws and regulations related to anti-corruption and generally set up by an anti-corrpution laywer.
Companies should have an anti-corruption compliance program to mitigate the risk of involvement in corrupt activities, protect their reputation, and demonstrate a commitment to ethical business practices. As an anti-currption lawyer, we have expertise in managing FCPA law and other anti-corruption compliances, and assist companies in developing and implementing anti-corruption compliance programs tailored to their specific industry and jurisdiction, ensuring adherence to legal requirements, and promoting a culture of integrity throughout the organization.

Are there any legal requirements for companies to have an anti-corruption compliance program?

While there is no universal legal requirement for companies to have an anti-corruption compliance program, certain jurisdictions have enacted laws that incentivize or mandate the implementation of such programs. The U.S. Foreign Corrupt Practices Act (FCPA) and the UK Bribery Act impose legal obligations on companies to prevent corruption and bribery. Companies operating in regulated industries or engaging in international business may also be subject to industry-specific compliance requirements. Even in the absence of a legal requirement, having an anti-corruption compliance program is considered a best practice to mitigate risks. As a leading anti-corrption lawyer, we assist companies in understanding and complying with relevant legal requirements and developing anti-corruption compliance programs.

Can you represent companies that have been charged with misconduct related to corruption or fraud by the World Bank?

As an anti-corruption law firm, we have represented companies that have been investigated or accused of sanctionable practices before the World Bank. We have represented companies before the World Bank Integrity Vice Presidency for sanctionable practices, which include corrupt practices, fraudulent practices, collusive practices, coercive practices and obstructive practices.

The best answer to possible corruption is prevention. If the World Bank Integrity Vice Presidency (INT) has launched a preliminary investigation, the target of the investigation should promptly retain the services of an anti-corrption law firm or bribery lawyer to assist in a response. The earlier that a company contacts us for representation allows us more flexibility in preparing a response.

We can promptly assess the situation, develop a defense strategy, and represent the company’s interests throughout the process. This may include conducting an internal investigation, negotiating with INT, preparing legal arguments, and advocating for the company.

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