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.

Business Transaction Lawyer in Washington DC

Keith Rosten

Business transaction legal services

Once you have an ongoing business, however organized, you will have a plethora of various legal agreements with partners, customers, distributors, employees, and consultants. 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.

Providing business legal services, we draft and review a host of agreements for our clients, including confidentiality agreements, non-compete agreements, employment agreements, independent contractor agreements, distribution agreements, joint venture agreements, and teaming agreements. Usually your business may have intellectual property concerns and we can draft license agreements. We review and draft leases for commercial space and we have prepared purchase and sale agreements for commercial property. We can review your employment procedures, employee handbooks and company policies.

And as we create these agreements, we will personally work with you through the process of negotiation, including recognizing possible outcomes and deciding on the desired one, planning contingencies for where negotiations lead, and ultimately making sure that our clients’ interests are protected and that our clients understand the agreements. We have more resource materials on business transactions here.

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

  • Client Remits Retainer
  • Client Uploads Relevant Documents

Introductory Call

  • Prioritize Client Needs
  • Agree On Timeline
  • Discuss Budget


of Engagement

Client Experience

FAQ – Business Transactions Law

What are the most common business transactions for small businesses?

While the specific agreements necessary for a small business can vary depending on the industry, location, and specific circumstances, there are several key business transactions that small businesses enter into after formation. The business transactions include agreements with customers or clients, non-disclosure agreements, employment agreements, independent contractor agreements, lease agreements, and purchase and sale agreements. As business transaction attorneys, we can craft standard documents that you can use in certain circumstances, so you do not need to reinvent the wheel every time you enter a transaction.

What are the major provisions in a services agreement?

A services agreement, also known as a consulting agreement or a client agreement, is a legal contract that outlines the terms and conditions between a service provider and the party receiving the services. Major provisions include the scope of services, term and termination, compensation and payment terms, confidentiality and non-disclosure, indemnification and liability, and dispute resolution.

How can I ensure that I fully understand various business transactions that my small business may enter into?

To ensure that you understand the terms and provisions of the agreements being drafted or reviewed, engage a lawyer who can provide guidance and explain legal concepts. It is also important to ask questions when reviewing or discussing agreements and request explanations to outline the key points of the agreements. If the agreement has many complicated terms, it is often wise to start out with a letter of intent or a terms proposal to narrow the differences between the parties before they negotiate the final agreement.

How can I ensure that the agreements I draft are enforceable?

Ensuring that the agreements you draft are enforceable involves careful attention to certain key factors including, clearly defined terms, inclusion of all material terms, obligations, and rights. Avoid illegal or unconscionable terms and make sure to include proper identification of parties and payment terms, and make sure that the proper party executes the agreement. If agreements are not properly drafted or reviewed, there can be several negative implications including, most importantly, misunderstandings and disputes between the parties, lack of enforceability, inadequate protection, legal non-compliance, limited remedies, financial loss, and damaged business relationships. After the agreement is executed, ensure that both parties fulfill their respective obligations as stated in the agreement and regularly review the agreement for compliance.

Are non-compete agreements enforceable?

You need to be particularly careful about what are known as negative covenants such as non-competes and non-solicitation of customers or employees and similar provisions. There is a growing trend to strictly construe these provisions in certain agreements, particularly employment agreements. In many jurisdictions, the more unreasonable the restriction, the more likely that the court will throw out the entire agreement. In other jurisdictions, a court may rewrite the offending provision to make it more reasonable. A non-compete will more likely be enforced in connection with a business acquisition, and less likely to be enforced against a low level non-managerial employee.

What are the most common commercial transactions you handle for small business exporters?

We handle international sales contracts with various terms covering acceptance, insurance, shipping, allocation of risk and returns. Working with a foreign customer, you may need special terms to assure payment such as a letter of credit or guarantee. We work with our export control team to assure compliance with The International Traffic in Arms Regulations (ITAR), Export Administration Regulations (EAR) and other U.S. export control laws.

How can I protect my business’s information during a business transaction?

Protecting your business information during a transaction is crucial to safeguard sensitive data, maintain confidentiality, and prevent unauthorized access or disclosure. A few things you can do to protect your business’s information include implementing non-disclosure agreements, only providing access to confidential information on a need-to-know basis, implementing secure document management practices, creating employee training material about confidentiality, ensuring that you conduct due diligence if you engage third-parties.

Performing due diligence before entering a business transaction is essential to assess the risks of working with a certain counterparty. The specific due diligence requirements can vary depending on the type of transaction and the nature of the business involved, but there are key areas to consider. These areas include potential legal or regulatory issues including pending litigation and assessing the financial health of the other party,

How can I navigate contractual obligations and potential breaches due to COVID-19 or other force majeure disruptions?

Navigating contractual obligations and potential breaches due to COVID-19-related disruptions requires careful analysis and consideration of applicable laws and contractual provisions. It is important to review existing contracts to identify any “force majeure” clauses, which are clauses in contracts that outline the conditions under which the clause can be invoked and remedies available in case a party cannot fulfill their contractual obligations due to certain circumstances beyond the control of the parties. Force majeure is essentially an allocation of risk among the parties, and usually one or both of the parties may obtain insurance to minimize their exposure.

How can I make sure that business transactions align with my long-term business goals?

To ensure that the agreements align with your long-term business goals, have your business goals clearly defined by considering factors such as growth plans, partnerships, and financial objectives. It is always helpful to communicate your goals and plans to the small business lawyer who may be assisting you in drafting or reviewing the agreements so that they know the context. During the agreement review process, review and evaluate the agreement against your goals and seek input from key stakeholders.