Business Law

Association Law

We represent condominium and community associations in both commercial and residential context.  We cover the entire spectrum of legal counseling for associations, boards and owners.  Our firm has represented multi-unit association clients in transactional and litigation matters related to community association law, providing guidance on everything from operational questions to assisting with long range strategic plans.  We also work to protect the association’s officers from liabilities as stewards of the members funds and property.  We also assist associations in fulfilling their duties to the member owners.  As representatives of the association, we are there to provide support in the event of litigation.  Our goal is to help associations govern themselves efficiently and effectively while explaining and minimizing risk.

Business Law Counseling

Business planning involves working through a maze of complex laws that aim to insure that no one escapes from being regulated and taxed. We do our best to insure and educate you about the most common planning transactions and structures to give you the best possible results in light of the various complex laws. We can assist you in planning for U.S. or overseas investments, in drafting letters of intent, term sheets, purchase agreements and providing legal due diligence for purchasers of businesses at home and abroad, all the while serving your best interests and objectives to the fullest extent of the law.

We apply the various legal disciples of our business expertise to help guide companies through their entire life cycle.  Having advised a wide variety of businesses through formation, growth and disposition, we are well equipped to help our clients plan and achieve their goals for each of these phases.  We also have expertise in franchising and computer technology issues, and help our clients plan and protect their businesses for all business life cycle phases.

We have substantial experience working with a variety of business owners throughout the Metro-DC area, Regionally and Nationally. Our clients range from small, family-owned business owners to corporations and limited liability companies. We offer our clients a comprehensive level of diversity, professionalism and integrity.


As small-business owners for more than 40 years, we understand the excitement and stressors that accompany owning a business. We have ample experience with the following:

  • Employment-related law
  • Incorporations, LLCs and partnerships
  • Drafting contracts and agreements
  • Business litigation
  • Breach of contract
  • Purchase agreements
  • Small-business incorporations
  • Family-held business issues
  • Small-business law
  • Negligent construction or design

Whether you are growing your business or facing a dispute, we are prepared to give you the level of service you desire. We work efficiently and discreetly as we help you grow your bottom line and support your mission. Our clients trust us to give them straightforward advice so they can make educated decisions about their situation.

You will have direct access to one of our attorneys who will take the time and effort necessary to fully understand your issues and needs. We will explore your options and design proposals for you that suit your unique circumstances.

Computer Technology Law

Our computer technology attorneys represent corporate clients, insurance companies, high technology companies and Fortune 500 companies. They are involved in everything from website design to computer programming to assisting businesses in resolving intellectual property, trademark, franchising, contracting and licensing issues. We have also been involved in the recent areas of both “Anti-squatting” litigation and “Spamming” which present interesting and innovative issues for today’s high tech company. We provide advice for all aspects of online contracting, including Hosting agreements, linking agreements, privacy issues, the Electronic Signature Act, and related issues.  We also provide our clients with hardware and software system purchase agreements, software licensing and subscription agreements, reseller and distribution agreements, website terms of service and privacy policies, shrink wrap and click wrap licensing agreements.

Corporate Law Structures

We specialize in counseling owners of major corporations and privately held businesses. While we let you handle the operations of the business. Our assistance helps your business navigate through the numerous laws and regulations governing unfair competition, intellectual property, and employee relations, ensuring your business is fully compliant. We also recognize that your business is never a “small business” no matter the size, number of employees, or the amount of revenue received. Among the services we provide are negotiating, contracts, partnership agreements, Corporate and Limited Liability Company formation documents, Succession Planning, and all aspects of buying and selling a business including the preparation of all such related legal documents.

We are heavily involved in all aspects of business law, from small business incorporations, to writing and reviewing contracts and agreements, to breach of contract and business lawsuits. Business and commercial law represents a significant portion of our daily activities. Our attorneys are skilled in the preparation of shareholder agreements and utilization of the S-corporation election. Contracts of all kinds, including all those affecting real, personal and intellectual property interests are carefully prepared, negotiated and reviewed. Employment procedures, employee agreements and manuals are likewise prepared and modified to keep up with current trends in the law.

Franchise Law

Our franchise law attorneys provide expert advice on a wide range of franchise law matters including the preparation, review and negotiation of national/international franchise documents and disclosure statements. They represent both franchisees and franchisors in different franchise systems. We have substantial experience litigating, mediating or arbitrating franchise disputes. We timely file state registrations and fully comply with all federal/international registration requirements.

International Business Transactions

Our firm represents overseas clients involved in international banking, business, and Exchange House transactions in the Middle East and Gulf Region. We provide legal assistance in connection with electronic transfers, foreign exchange transactions, and check remittance. We also advise clients about Federal Regulations pursuant to the USA’s Patriot Act, including all matters relating to the Financial Crimes Enforcement Network (“FinCEN”), correspondent banks and banking relationships, and US Department of Treasury investigations and regulations. We have experience counseling clients about the complex and sometimes confusing US Office of Foreign Asset Control (“OFAC”) regulations, which includes licensing issues, and defending against OFAC investigations and penalties.

Important Regulatory Links:

Financial Crimes Enforcement Network

Federal Deposit Insurance Company

Federal Reserve Board

U.S. Treasury Department

Mergers and Acquisitions

Our attorneys are experts in the area of Mergers and Acquisitions (“M&A”). Our firm has substantial dealings with companies that are purchasing and or merging with other companies. Our M&A lawyers assist our clients with the appropriate financing for mergers and acquisitions and provide advice concerning the drafting, negotiation, and performance of contracts for the sale of all or portions of our clients’ businesses. M&A transactions are among the most complex and significant events in the life of a business, the consequences of which reverberate both internally and externally. The vast majority of our M&A work focuses on the buying and selling of private companies. These can be complicated and can involve either cash or stock considerations. Our attorneys identify the most important client business objectives, build a “road map” for the client from start to finish and include a timeframe, advise on deal and negotiating tactics, conduct due diligence, determine, with the help of tax advisors, tax implications if they require special structuring and work to assess regulatory obstacles, gain regulatory approval and analyze any other requirements for a given transaction.

Regulatory Matters

Mahdavi, Bacon, Halfhill & Young routinely represents entities with regulatory and ethical issues, such as government contractors. Contractors to federal, state, and local government entities are subject to stricter standards and requirements than other businesses in the same industry, and often must file in specialized claim courts when contract terms are changed or the agency does not pay in accordance with its contract.

Federal government contractors are subject to the terms of the Federal Acquisition Regulations, which add to every contract with a federal agency myriad certifications and requirements regarding the contractor’s business, financial, and employment practices. Contractors are also subject to heavy scrutiny with respect to billing and accounting, and thus need advice and counsel regarding issues of fiscal integrity. Anti-kickback and fraud laws applicable to government contractors, including the False Claims Act, carry severe penalties and may result in suspension or debarment of a government contractor from future bids and procurements.

Additionally, service contractors are generally subject to the requirements of the Service Contract Act, which sets minimum wage rates and health and welfare fringe benefits for a range of common employment positions. Penalties for non-compliance with these requirements include unpaid wages and benefits, liquidated damages, attorneys’ fees, and debarment from government contracts.

There are also executive orders that impose further duties upon federal contractors with regard to their hiring and employment practices, and contractors owed by socially and economically disadvantaged individuals may be subject to the terms of the Small Business Administration’s 8(a) program. Most large government contractors must comply with affirmative action reporting requirements imposed by the Office of Federal Contract Compliance Programs.

Mahdavi, Bacon, Halfhill & Young assists contractors in complying with all of these regulations. The Firm also assists contractors in responding to government audits and addressing disputes with Contracting Officers, seeking equitable adjustments of contract terms, as well as other compliance and litigation issues. In addition, the Firm regularly drafts and reviews subcontracts and teaming agreements for contractors, and advises concerning issues of contract administration and enforcement.

Among other things, Mahdavi, Bacon, Halfhill & Young represents government contractors in the following:

  • Government audits and investigations;
  •  NDAs and related agreements;
  •  Interpretation issues under the FAR;
  • Claims review and analysis, particularly as to regulatory and ethical issues;
  • Audits and investigations;
  • FOIA requests and litigation;
  • Interpretation of IP issues under the FAR

Government Disciplinary Actions

Employees of federal government agencies, including the State Department and Department of Defense, have certain rights and protections in seeking the privilege of a government security clearance, and in defending proposed disciplinary actions by their employers.

Mahdavi, Bacon, Halfhill & Young routinely represents Foreign Service Officers (and other government employees) in security clearance issues, and in grievance matters before the Foreign Service Grievance Board (FSGB). We are on the counsel list for the American Foreign Service Association (AFSA). Our partners have extensive experience representing Foreign Service Officers on a variety of disputes, including:

  • Disciplinary actions;
  • Reprimands and suspensions;
  • Curtailment;
  • Misconduct investigations;
  • Security clearance issues;
  • Diplomatic Security (DS) inquiries;
  • Inspector General investigations and inspections;
  • Separation for poor performance; and
  • Discrimination complaints.

Security Clearances

Security clearances are used by federal agencies to control access to classified or sensitive information or to assign an employee to a sensitive position or position of trust. The security clearances process generally begins with a Personal Security Investigation performed by the Office of Personnel Management (OPM) or the Defense Security Service (DSS). An applicant will generally be required to complete an Electronic Personnel Security Questionnaire (EPSQ) to provide details on his or her background. The OPM or DSS will usually run background checks and, if top secret clearance is sought, perform a background investigation that will involve conducting interviews of references.

After the investigation process comes the adjudicatory process, In the adjudicatory process, the applicant’s record of behavior is reviewed against the 13 adjudicative guidelines, or issue areas, which are in place to ensure fair, impartial, and consistent decisions. The “whole person concept” is used to determine if it is in the government’s interest to issue a security clearance. If the DSS finds cause for concern in its investigation, it may issue a Letter of Intent (LOI) to deny clearance which contains a Statement of Reasons (SOR) for the proposed denial. The applicant will have the opportunity to provide information in response to the SOR and request a hearing

At a hearing, there is the opportunity to present evidence in person before an Administrative Judge of the Defense Office of Hearings and Appeals (DOHA). If the hearing is unsuccessful, the decision can be appealed to the Personnel Security Appeal Board (PSAB) of the DOHA.

While an individual denied a clearance, can reapply for a clearance a year after the denial, but only if the Director of DOHA approves can the reapplication be processed. One must find an employer willing to sponsor the clearance and submit persuasive evidence that his or her situation has improved substantially since the clearance was previously denied.

Disciplinary Actions of Federal Employees

Additionally, employees who have satisfied their probationary periods have heightened protections against disciplinary actions by their employers. These include the right to due process before the agency can seek to affect their entitlement to continued employment and the benefits thereof. These include the ability to respond to the proposed disciplinary action, citing mitigating factors (also called Douglas factors) to show that the alleged conduct does not merit the proposed discipline. Depending on the agency, the employee will also have the opportunity to present further information to the deciding official or the opportunity to present evidence at a hearing before an administrative judge.


In an effort to support the best interests of our clients, we offer competitive fees. Call 703-352-1300 or contact our firm to learn more about how our DC Metro business law lawyers will personally tailor our services to your needs.