For many business owners and senior leaders, a company website feels like a solved problem. It looks professional, it functions properly, and it鈥檚 been live for years without incident. But that sense of security can be misleading.

Website privacy compliance is no longer a background issue. Changing state laws, increasingly aggressive enforcement and evolving technologies, from analytics tools to AI-driven chatbots, can turn routine website features into unexpected legal exposure.

鈥淲hat we see most often is not bad intent,鈥� said Joshua Glikin, a lawyer who specializes in intellectual property and technology law at . 鈥淚t鈥檚 routine, overlooked issues that create liability.鈥�

For The Legal Lowdown on 草莓传媒, we asked Glikin to identify the most common lawsuit risks hiding in plain sight on business websites today.

1. Your privacy policy doesn鈥檛 match what your website is actually doing

One of the most common website compliance failures is a disconnect between what a company鈥檚 privacy policy says and what the website actually does behind the scenes.

鈥淭here are so many ways that a business can be liable for what happens on their website,鈥� Glikin said. 鈥淥ne of the most common is that their privacy policies, assuming one exists, do not accurately reflect the data collection and use practices of the company, and they don鈥檛 comply with applicable state laws.鈥�

This mismatch often stems from organizational silos, he said. It happens organically if not addressed. Marketing teams choose tools. IT teams implement them. Business leaders focus on growth and operations. Rarely does anyone step back to confirm that all of those decisions are accurately disclosed in a single, legally compliant policy, Glikin noted.

鈥淚鈥檝e never seen an intentional bad-faith outdated website policy,鈥� he said. 鈥淚t鈥檚 usually because the business people, the marketing people and the IT people don鈥檛 really know what the others are doing.鈥�

But intent doesn鈥檛 matter under most privacy laws. Businesses are responsible for what their websites do, not what leadership believed they were doing, Glikin pointed out.

2. An outdated privacy policy is a legal liability

Many executives assume that if their privacy policy was compliant when it was written, it remains compliant today. That assumption is increasingly risky.

鈥淓ven if a privacy policy was viable and compliant a year ago, that doesn鈥檛 mean that it will be the following year,鈥� Glikin said.

Over the past several years, more than a dozen states have passed or expanded comprehensive privacy regulations. California, in particular, continues to amend and strengthen its requirements, often influencing enforcement nationwide by both attorneys general but also plaintiffs鈥� lawyers, he said.

鈥淲ebsite privacy policies are just never set it and forget it,鈥� Glikin said.

From a legal standpoint, a stale policy can be worse than no policy at all. Outdated language can affirmatively misrepresent current practices and become a written exhibit against the company in litigation or enforcement actions, he warned.

3. Cookies, tracking tools and analytics create risk you still own

Tracking technologies are one of the fastest growing sources of website lawsuits, particularly under state privacy laws that require disclosure and consent.

鈥淎ll of these data collection practices and sharing policies might be happening on your business鈥� website without you even knowing it,鈥� Glikin said, 鈥渂ecause different people control coding, marketing decisions and business operations.鈥�

Even businesses that attempt to comply sometimes fail on execution. He described a case where a company installed a cookie consent pop-up but then forgot to configure the technology behind it.

鈥淭hey intended to comply with cookie laws,鈥� Glikin said. 鈥淏ut they forgot to turn on the cookie collection filter. Data was collected whether users clicked 鈥榓ccept鈥� or 鈥榙ecline.鈥� Clicking the button had no meaning.鈥�

Legally, that type of gap can be devastating. Businesses, not vendors, are responsible for ensuring that consent mechanisms work as advertised.

鈥淚f the actual practices of the website don鈥檛 mirror what your policy says,鈥� Glikin said, 鈥測ou鈥檝e got the potential for trouble.鈥�

4. AI chatbots can quietly introduce new privacy risks

AI chatbots have quickly become standard on business websites, but many companies deploy them without fully understanding how they collect and use data.

鈥淭hese AI chatbots often collect information consumers voluntarily provide,鈥� Glikin said. 鈥淭he real trouble starts when that data is stored, integrated into company records or shared for marketing and advertising purposes.鈥�

In many cases, existing privacy policies never contemplated conversational artificial intelligence tools. As a result, companies may be disclosing less than the law requires 鈥� or nothing at all 鈥� about how that chatbot data is handled.

鈥淵ou have to think about policies specific to what the chatbot collects and how that data is used,鈥� Glikin said, 鈥渘ot just your general privacy policy.鈥�

AI tools can quietly expand a company鈥檚 data footprint, creating privacy and cybersecurity exposure that isn鈥檛 discovered until a complaint or investigation forces the issue.

5. The 鈥淲e鈥檙e too small to matter鈥� assumption is wrong

Perhaps the most dangerous misconception among business owners is the belief that website privacy laws only affect large companies.

鈥淥ne of the biggest misconceptions is, 鈥業鈥檓 just a small business. Nobody鈥檚 going to care about my website,鈥� 鈥� Glikin said. 鈥淭hat鈥檚 simply not true.鈥�

Small and midsize businesses are frequent targets for private lawsuits, especially in California, where plaintiffs鈥� firms actively search for noncompliant websites nationwide.

鈥淵ou don鈥檛 have to be very good to break into a small website,鈥� he added, 鈥渁nd small businesses often have just as much personal information.鈥�

Because the internet doesn鈥檛 distinguish between company size, businesses may be subject to laws in states where they don鈥檛 operate physically but where their websites collect consumer data.

Gentle reminder: Website privacy requires ongoing maintenance

Website compliance isn鈥檛 about checking a box. It鈥檚 about treating privacy the way businesses treat other operational risks 鈥� with ongoing review, clear accountability and expert support, Glikin said.

The main thing is to ask the question: Does my privacy policy meet our current digital and business practices? Typically, a simple review by an experienced lawyer can determine potential risk, and the burden of complying isn鈥檛 high, he said. All in, it might require two or three calls.

鈥淵our website is just like your company鈥檚 new truck. You can鈥檛 just let it get old and never maintain it.鈥�

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This content is sponsored by EagleBank.

It all started with a family-run filling station in Beltsville, Maryland.

Today, Miller Automotive Services is still family-run, but it comprises both a bustling fleet services and commercial fueling business as well as a growing industrial property management company in Prince George鈥檚 County.

From the start, when brothers Carl and Mark Miller realized that there was a need for full-service fleet services easily accessible from Interstate 95, it became clear that a local banking partner was a critical need.

They wanted to create something uncommon in the area and acquiring the right property would require a bank loan, said Carl Miller during 草莓传媒鈥檚 Small Business September 2025.

The purchase of an 7.7-acre property that could support a large fueling depot, repair shop and fleet storage 鈥渨as our first foray into commercial banking,鈥� he said. 鈥淭hat was over 20 years ago, and we鈥檝e been working with EagleBank ever since.鈥�

Building a relationship that adapts

views partnering with EagleBank as a smart business strategy because of the Washington, D.C., regional bank鈥檚 commitment to community vitality.

鈥淲ith the larger banks,鈥� Miller said. 鈥淵ou鈥檙e a name and a number. But is invested in the community. They鈥檙e financing restaurants and small businesses right here in our community.鈥�

That proved fundamentally important as the Miller family has expanded into industrial property management in and around the Beltsville location of Miller Automotive Services.

鈥淚 never hear the word 鈥榥o鈥� or, 鈥業鈥檝e got to think about it.鈥� It is straightforward because we have a track record,鈥� he said. 鈥淭hey do their due diligence too, but you can鈥檛 go running down that road and commit funds without knowing that your bank or your lender is there to help you.鈥�

For EagleBank鈥檚 part, it鈥檚 all part of its 鈥淩elationships FIRST鈥� philosophy 鈥� being flexible, being involved, being responsive, being strong, said Scott Reading, the vice president, commercial and industrial banking relationship manager at who works closely with Miller.

鈥淲e love to be in the community, out doing things and being a part of it and giving back,鈥� Reading said.

Agility matters when making deals happen

As Miller Automotive Services has continued to buy and provide industrial property to businesses in PG county, knowledge and speed have been key success factors in the diversification of the business.

Good properties rarely sit on the market for long, Miller said. 鈥淲hen something does come up, you have to move quickly,鈥� he said. 鈥淚 can make a phone call and say, 鈥楬ere鈥檚 what we鈥檙e looking at,鈥� and get an immediate answer.鈥�

EagleBank not only financed the original purchase of the site where Miller Automotive Services is located but also the entire buildout, which includes a fleet repair facility and a commercial fuel depot that features high-speed diesel pumps along with gas and diesel exhaust fluid.

Additionally, as an extension of the Millers’ business plan, via their CAMARK commercial real estate companies, EagleBank has continued to provide funding for various commercial property acquisitions that have further allowed the Millers to 鈥渞epeat success鈥� and in doing so build an impressive industrial real estate portfolio, Reading said

But it鈥檚 not just about each deal, both Miller and Reading said. The pair typically chat at length at least twice a month. That personal connection, in good times and when timelines get tight, cements a bond that outlasts any single transaction, Reading said.

鈥淥ne of the most fun things about my job is getting behind the scenes at the business 鈥� getting in the warehouse, getting my hands dirty, seeing the actual space, learning about what makes you successful,鈥� he said.

Trust creates loyalty in banking partnership

Miller鈥檚 intimate knowledge of the Beltsville鈥檚 real estate market is matched by EagleBank鈥檚 commitment to local entrepreneurs. Jessica Macias Vasquez, vice president, business banking relationship manager at , put it succinctly: 鈥淥ur goal is to be a trusted partner, someone who understands your business, advocates for your needs and supports your long-term goals with the right banking tools and resources.鈥�

The pairing has created long-term loyalty on both sides, Miller said.

鈥淭hey stayed with us, and that鈥檚 one of the reasons why we鈥檝e been so loyal over time. They believed in what our dream was. They believed in what we were going for, and then it happened, and it keeps happening over and over again.鈥�

To learn more about how EagleBank partners with small business, . And to discover more insights for entrepreneurs, startups and SMBs shared during 草莓传媒鈥檚 Small Business September,听click here.

Member FDIC, EHL

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This content is sponsored by .

Being cool was never Jeff Black鈥檚 intent when he began buying from local farmers to supply produce, meat, eggs and more for the kitchen of his first restaurant in the Washington, D.C., area.

鈥淚 was buying local before it was cool or hip or fashionable,鈥� Black told 草莓传媒 during our Small Business September 2025. 鈥淚t was because the product is better. It was closer. It just made so much more sense.鈥�

That local approach began in the mid-1990s and has since become an intentional strategy for how the addresses every aspect of its business.

鈥淚f you own a business, you鈥檙e in a community 鈥� part of the fabric. You need to hold yourself to a higher standard. We looked at local banks, local professionals, local subcontractors,鈥� Black said. 鈥淚 started seeing the value of keeping the money in the community.鈥�

By working with local businesses and suppliers across the metropolitan D.C. region, the restaurant group is investing in the communities where its restaurants 鈥� Black鈥檚 Bar & Kitchen, Black Coffee, Black Jack, Black Market Bistro, BlackSalt Fish Market & Restaurant, Pearl Dive Oyster Palace and Tilt 鈥� are located.

More than just a bank

Choosing to partner with businesses across the D.C. region 鈥� whether for food and kitchen supplies, financial needs or other back-office services 鈥� is how Black began working with .

The bank opened its first branch in 1998 in Rockville, not far from Black鈥檚 first restaurant. Black said EagleBank鈥檚 own growth has matched his business鈥� expanding lending needs, making it a reliable long-term partner.

鈥淚n many ways, both organizations have grown up together,鈥� said Kevin Gaughan, 1st vice president, commercial and industrial banking relationship manager at .

Working together, Black and Gaughan expanded the business holdings of the Black Restaurant Group. For several years, Black rented his restaurant locations. But over time, he has partnered with EagleBank to buy several of these properties and invest in new locations from the get-go.

鈥淭hey鈥檙e always able to handle our lending needs,鈥� Black said.

Partnership is a two-way street when it comes to learning

He attributes the close relationship that he has with Gaughan, other EagleBank leaders and managers at the Bethesda branch 鈥� just around the corner from Black鈥檚 Bar & Kitchen 鈥� to helping him successfully move into the commercial real estate arena.

That鈥檚 the goal: Help local businesses grow and thrive, said Jessica Macias Vasquez, vice president, business banking relationship manager at .

鈥淲e assist small to medium-sized businesses by providing them with specialized services like commercial real estate loans, deposit solutions, access to credit, cash flow mitigation, treasury management solutions, merchant solutions and more,鈥� Vasquez said.

Black, though initially hesitant, said he embraced commercial real estate to secure long-term stability for his restaurant group. It helped that he could lean on his EagleBank team to understand the financial ramifications of his investment plans 鈥� particularly critical local aspects.

鈥淚 need partners who understand what鈥檚 going on in my market 鈥� not someone in another state who I see once a year,鈥� Black said.

Regular conversations also often provide business intelligence. 鈥淪ometimes things will come up like, 鈥極h, by the way, did you know this is happening with this development?鈥� 鈥� he said. 鈥淚 get a lead that maybe I should go look at something.鈥�

The partnership and the focus on community benefits Gaughan too 鈥� and other businesses that he works with across the DMV.

鈥淲orking with business owners like Jeff 鈥� really all of my small to medium-sized businesses 鈥� is fascinating work because you get to see how the economic and policy environment impacts these businesses in material ways,鈥� Gaughan said. 鈥淚t allows us to work with them as they adapt and pivot, while at the same time EagleBank is as proactive and collaborative as possible when tailoring financial services for the businesses in the communities we both serve.鈥�

To learn more about how EagleBank partners with small business, . And to discover more insights for entrepreneurs, startups and SMBs shared during 草莓传媒鈥檚 Small Business September,听click here.

Member FDIC, EHL

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Kale. People tend to love it or hate it. Surprisingly, baked chips made from the curly greens are perhaps the most popular recipe with kids who take part in the Inova Healthy Plate Club.

That鈥檚 right, kids love kale chips. It鈥檚 by far the most beloved recipe among participants in the , said Kate Garsson, who launched the program in 2016 for Innova Health.

鈥淲hen I run into students years later, it鈥檚 the one I hear they鈥檙e still making,鈥� said Garsson, manager of program outreach and education for Inova鈥檚 Community Health Division.

The goal of the program is straightforward, she said. 鈥淚nova Healthy Plate Club is a program that teaches kids, specifically from under-resourced communities and Title I schools, how to learn to love vegetables, how to cook and basic nutrition skills.鈥�

And the club does that by doing.

Getting up close and making meals with vegetables

The kids who participate either in person or through a virtual five-week program get to both cook and taste vegetables, everything from kale to brussels sprouts and more.

鈥淲e teach kids how exactly vegetables help their bodies 鈥� everything from your eyes, your brain, your memory, your heart, your bones, and there鈥檚 so many other ways too,鈥� Garsson said. 鈥淎nd we make it fun.鈥�

It doesn鈥檛 happen all in one, or even two, club meetings. 鈥淲e all have been told growing up, and even as adults, 鈥楨at more vegetables!鈥� But vegetables don鈥檛 always taste good if they鈥檙e not prepared the right way,鈥� she pointed out. 鈥淎nd a lot of kids come into our program, and they say, 鈥極h, no, I don鈥檛 want to try vegetables.鈥� And we really try and turn that around.鈥�

More than 2,000 kids 鈥� from kindergarten through high school 鈥� have taken part in the Healthy Plate Club since its inception at Francis C. Hammond Middle School in Alexandria, Virginia. The program partners with schools, community centers and apartment complexes to offer its cooking and nutrition classes.

鈥淢y goal is to bring this program to every single Title I school in our area,鈥� Garsson said, adding that once the program finds a good match with a school or a community center, it will continue that relationship every year. It鈥檚 why the kids in the club usually do discover a love for vegetables 鈥� because they take part in the club year over year too, she said.

Delivering vegetables, a lot of vegetables

To teach hundreds of kids each year about vegetables, why to eat them and how to cook them, requires, well, a lot of vegetables.

鈥淲e give the kids the food that they need to cook with us 鈥� thanks to Truist Foundation,鈥� she said.

and the Truist Foundation partner with the Inova Health program to provide food products as well as volunteers and even some fun little aprons to keep the kids tidy during club time.

鈥淭his 听support has made a huge difference in our program, allowing us to grow and expand and reach more children 鈥� everything from hiring staff to purchasing food,鈥� Garsson said. 鈥淲e all know food is very expensive right now, and we go through a lot of food when we鈥檙e cooking with large groups of children.鈥�

Volunteers are also essential to the program. Truist employees have helped out in the club, directly working with the kids, rolling up their sleeves and chopping and preparing vegetables, she said.

鈥淲e really need people who are going to come week after week, so they not only get familiar with the students, but because it鈥檚 really important for our kids to see that there are caring adults who come every week just for them,鈥� Garsson said.

Fostering a lifetime love of veggies

The club knows it鈥檚 succeeding, both from the stories its young participants share as well as stories shared by parents, who also often take part in the virtual club programs that Inova launched during the COVID-19 pandemic.

It鈥檚 continued that virtual program because the club can invite students from all over and reach a lot more students, Garsson said.

鈥淲e cook live on Zoom. We see kids in their kitchens at home with their parents, and even their siblings get involved. We鈥檝e heard great feedback from parents. … In our post-class surveys last year, over 90% of parents said they鈥檝e seen their kids eat more vegetables as a result of the program and make healthier choices.鈥�

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When Lita Rosario-Richardson was a teenager, she attended the famed Elma Lewis School of Fine Arts in Boston 鈥� spending her afternoons studying music theory, taking piano lessons, designing costumes and practicing ballet, African and modern dance. In ways she couldn鈥檛 comprehend then, she was building a foundation for her future.

鈥淚 wasn鈥檛 particularly artistic. But I loved the arts,鈥� said Rosario-Richardson, who now leads the entertainment practice at .

That love ultimately brought her back to entertainment after starting down a path toward journalism with a bachelor鈥檚 in communications from Howard University. She followed that up with a law degree from Howard鈥檚 School of Law, early work in securities and investment law in New York City, and then a job at the Securities and Exchange Commission in Washington.

But then, things took a turn. It just so happens that one of her Howard roommates was Crystal Waters. Yes, that听. 鈥淪he called and told me she was offered a recording contract, and she needed a lawyer to help negotiate the contract for her.鈥�

The album included the hit 鈥淕ypsy,鈥� and it went platinum. The work on that contract for Waters kicked off , and she never looked back. She has since counseled and helped numerous singers and songwriters. Think SisQ贸, Missy Elliott, Mr. Cheeks, Das EFX, Big Pun and Peaches & Herb, to name just a few.

鈥淓ven the communications and journalism ended up being very helpful to me in entertainment law. It feels like everything ended up fitting together: my corporate law background and my knowledge of contracts 鈥� sophisticated contracts 鈥攂ecause recording contracts, in particular music and film contracts, are actually very sophisticated contracts,鈥� said Rosario-Richardson, whose specialty lies in entertainment contracts as well as helping artists with copyright issues and recapturing ownership of their work.

鈥淭hese companies use major law firms to draft contracts that sometimes kids are signing, and they鈥檙e presented with these sophisticated contracts that can affect their entire careers.鈥�

Hip hop celebrates the big 5-0

With her knowledge of entertainment law, involvement with numerous Black musical artists, work with the Recording Academy鈥檚 D.C. chapter and leadership of the Hip Hop Caucus鈥� Education Fund , Rosario-Richardson shared her thoughts with 草莓传媒 about what resonates for her as hip hop music marks its 50th anniversary.

Hip hop鈥檚 birthday, August 11, kicks off a year of events to celebrate the Black American music genre, widely attributed to DJ Kool Herc, who for Herc鈥檚 sister in New York City鈥檚 South Bronx. Hip hop mixes DJing, spoken word and rapping, break dancing and graffiti.

During her years working with Black musical artists, Rosario-Richardson has seen the hip hop genre inspire and drive change as a cultural phenomenon. It has even inspired her to help fight for and gain rights for artists, she said.

The genre is about more than music, having always had a focus on justice and change, Rosario-Richardson said. And though there will be much looking back over the course of the coming year as the world celebrates hip hop鈥檚 lasting impact, she鈥檚 looking ahead to what鈥檚 possible next.

What鈥檚 on the horizon for hip hop in the next 50 years?

鈥淗ip hop is going to continue culturally, in the media and in the arts, to have an impact,鈥� she said. 鈥淏ut what I鈥檓 hopeful for is that the creators of hip hop in the future have a better opportunity to own their work and to control the income from rights and to really be properly compensated for it.鈥�

There鈥檚 long been a history of songwriters receiving more compensation than artists.

鈥淣ow, there鈥檚 the American Music Fairness Act pending. It would allow recording artists to be paid when their music is played on broadcast radio, which right now they鈥檙e not 鈥� only the songwriters are paid,鈥� Rosario-Richardson said. 鈥淲e鈥檙e hoping that can pass and provide significant income for the artists themselves, which is well deserved in the United States. It is one of the only major industrialized countries that does not pay that money to artists.鈥�

She also is hopeful that the future will create opportunities for more women to enter the industry in roles other than as performers.

鈥淵ou virtually see no women as producers. You see songwriting, but their songwriting credit is usually lyrics 鈥� not the musical composition. And it鈥檚 not that women don鈥檛 compose music. It鈥檚 just that for some reason, we鈥檙e not properly represented,鈥� Rosario-Richardson said.

The ability for women to become more prominent across the entertainment industry will be more possible going forward because hip hop and digital technologies have continued to erode the power of the studio system, she pointed out.

鈥淪tudios are no longer relevant because you don鈥檛 need a studio to make commercial-quality music anymore,鈥� she said. 鈥淵ou can do it all digitally.鈥�

At first, hip hop artists took dual record players and, through 鈥渟cratching,鈥� turned them into instruments. They also used looping to digitally layer the same pieces of music over and over, while incorporating in other elements, to create the musical beds for songs. Over time, they have used other digital accessories 鈥� for instance, the talk box, which uses mouth sounds to affect an instrument鈥檚 output 鈥� to propel the hip hop sound forward alongside the growth of rap from spoken word.

None of that is going to stop, Rosario-Richardson said.

鈥淣ow, we have artificial intelligence, and we have no idea where AI is going to take us, particularly with hip hop. I know there are people out there experimenting now. We鈥檒l see where it goes. A lot of the success of hip hop or the development of hip hop lives side by side with this digital revolution that we鈥檝e gone through 鈥� because it wouldn鈥檛 have been possible without it.鈥�

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The IRS has made it clear publicly that it will increase efforts to identify tax fraud and underpayments by individuals and businesses with annual income of more than $400,000. But what it didn鈥檛 say, and that it isn鈥檛 going to reduce, are audits of people and businesses making less than that.

鈥淚t鈥檚 not that the IRS is going to stop auditing people at or under $400,000,鈥� pointed out Nancy Ortmeyer Kuhn, a lawyer and shareholder at . 鈥淚t鈥檚 just that they鈥檙e not going to increase the audits. Since the audits for that category have been higher than other categories, many people and businesses are still going to be audited.鈥�

In the wake of the passage of the debt ceiling legislation, Congress has authorized $60 billion for the IRS to spend on technology upgrades and to increase its auditing capabilities, which includesThe L expanding its audit staff.

New technology improvements notwithstanding, 鈥渢he IRS is very good at matching informational returns from banks and employers 鈥� all sorts of sources 鈥� that provide taxable income to taxpayers. Their computers just spew out information request letters to taxpayers and then the taxpayer has to respond. After that, the case will be assigned to an agent,鈥� Kuhn said. 鈥淏ut with improved technology, I think those computer-generated letters are only going to increase. And in some ways, the automatic letters are easier for the agency because so much of the initial work is 听done automatically.鈥�

We asked Kuhn, who spent her early career working for the U.S. Tax Court and then the IRS, to offer advice on what people should do to ensure they don鈥檛 run afoul of the federal tax code and draw an audit unnecessarily. She shared five tips.

Tax Tip 1: Look at your previous returns

For starters, Kuhn suggested reviewing tax returns filed for the past two to three years because, legally, the IRS can only audit back three years. Given that the IRS has provided a heads-up that it intends to increase audits, taxpayers have time to amend those older returns, she said.

鈥淪ee if the positions taken on those tax returns are reasonable. If there are any听 risky positions that were taken, the taxpayer might want to think about amending their return,鈥� she said.

Often the penalty fee will be greatly reduced or nonexistent if a taxpayer amends a return before the IRS flags a return and sends out an audit letter, Kuhn said.

鈥淚t鈥檚 time for taxpayers to seriously look at their filing history and review the last three years. Taxpayers should be realistic about what is accurate and what is fair, and what an IRS agent might find if they look at the tax return.鈥�

Given that it will take the agency a bit of time to ramp up its new capabilities, some taxpayers might be comfortable only reviewing the past two years, she added.

Tax Tip 2: Vet your records and documentation

Kuhn also encouraged people to make sure they can document any actions taken on those previous three years of returns and to be more careful going forward. Because the IRS intends to improve its technology prowess, it might be able to more deeply review returns and supporting documentation, or gain insights about what to seek from taxpayers during audits, she said.

In her experience, Kuhn has often seen people lose tax cases because they cannot provide the receipts or documentation to support their returns or claims.

鈥淚t鈥檚 another thing that people can do, regardless of income level,鈥� she said. 鈥淏ecause if you don鈥檛 have the documentation, the IRS is not going to take your word for it. That鈥檚 just not how it works.鈥�

Tax Tip 3: Be wary of over- or under-valuating assets

As part of its audit ramp-up, the IRS plans to hire more specially trained auditors.

鈥淭he IRS has said it鈥檚 going to bring in experts that will be able to provide valuations at a sophisticated level, that will be credible in court, and so taxpayers really need to pay attention to valuations claimed on their tax returns,鈥� Kuhn said.

That puts the onus on people and businesses to provide credible valuations from trusted third-party appraisers, particularly for real estate and any type of non-cash donations, she said. 鈥淚f it鈥檚 too good to be true, then it probably is too good to be true, and they need to get a reasonable valuation.鈥�

Funds moved offshore are also an issue the IRS could target. 鈥淚鈥檓 sure that the IRS will hire agents that will be very well-educated in international issues because there鈥檚 a lot of money that could be collected from transfer pricing and funds that are being shipped offshore,鈥� Kuhn said.

She also noted that this is another opportunity for taxpayers to amend returns if their review of earlier filings raises questions.

鈥淭his is a huge area of enforcement for the IRS,鈥� she said. 鈥淚 think they鈥檙e going to be looking at it pretty closely.鈥�

Tax Tip 4: Expect more scrutiny of estate and gift taxes

There was a period of time when any estate tax return over a certain threshold received an automatic audit. 鈥淚 suspect that will happen again,鈥� Kuhn said.

She also said that it seems likely that IRS agents will delve more into gift taxes. 鈥淚鈥檝e seen quite a few taxpayers that don鈥檛 file gift tax returns when they should,鈥� Kuhn said. 鈥淭here are ways that gifts can be structured, whether right or wrong, so that it eludes the IRS鈥� notice.鈥�

Tax Tip 5: For businesses, keep employment taxes in good stead

For businesses big and small, it鈥檚 critical to properly manage employment taxes, she said. It鈥檚 an area where IRS already uses matching technology and may choose to invest in new technology, Kuhn said.

鈥淭he employer submits all these forms showing how much has been withheld from employees鈥� paychecks,鈥� she said. 鈥淚f the employees鈥� tax returns don鈥檛 match that, then it鈥檚 an automatic computer matching issue.鈥�

The IRS is also vigilant in making sure that businesses pay the taxes to the agency that each business has withheld from its employees鈥� wages. 鈥淭he employment tax collection division is very aggressive in going after those individuals that have not paid over the employment taxes 鈥� very aggressive. And I don鈥檛 think that鈥檚 going to change,鈥� Kuhn said.

IRS will lean into technology

She also expects that the agency will be aggressive in its deployment of newer technologies that can help auditors do their jobs both more efficiently and more effectively.

鈥淢y experience with employees at the IRS is they鈥檙e very smart,鈥� Kuhn said. 鈥淎s long as they have money to get the equipment and to hire the people that can do this work, the IRS will take full advantage of artificial intelligence and other tools that will make their jobs easier and more effective.鈥�

She advised people to get advice early should they face an audit, so that they can respond quickly and avoid excessive penalties and interest whenever possible. 鈥淚t鈥檚 almost always better to settle cases if you are able to do so.鈥�

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Before Vennard Wright launched his own company, he was well into a successful technology career that spanned both public and private sector organizations.

When Wave Welcome opened for business in 2020 鈥� to offer a unique blend of business process reengineering, technology and digital career pipeline support 鈥� Wright felt confident that he had the business and technology acumen and experience he鈥檇 need from the get-go.

Almost three years in, with growing and expanding, Wright still feels that confidence but has also gained perspective on his own knowledge gaps.

鈥淢ost small business owners, and I鈥檓 certainly no exception, wear probably a dozen hats. We鈥檙e doing HR. We鈥檙e doing contracts, finance and administration. And I do have experience in a lot of those areas,鈥� the Wave Welcome CEO said. 鈥淏ut legal is something I don鈥檛 have a lot of experience in, so I knew that that was a gap for me.鈥�

Tapping into legal expertise

At the beginning of 2023, Wright filled that gap when he received a year of legal services from Shulman Rogers. He applied for the program at the end of last year after the law firm announced plans to provide free legal support to a local Black-owned business.

Wright had known about Shulman Rogers from acquaintances and also had heard a lot about its startup practice, NEXT.

鈥淚 was very intrigued by working with Shulman Rogers,鈥� he said. 鈥淚 saw this opportunity and was very excited about it 鈥� and just thrilled to be the company that was selected.鈥�

Wright said that the partnership has already proved instrumental in helping him plot out what he called an aggressive growth strategy for the months ahead.

鈥淢y company has developed a product that we鈥檙e raising capital for right now. That is certainly an area where I don鈥檛 have any experience,鈥� he said, adding that the relationship with Shulman Rogers 鈥渋s paying dividends immediately because there were things they noticed I should be doing differently.鈥�

He also expects that Wave Welcome will benefit from advice as it leases new offices in the coming year and in human resources as it grows its employee base.

鈥淵ou should have certain things in place, like an employee handbook, policies and procedures, cyber risk insurance,鈥� Wright said. 鈥淏ut if you don鈥檛, if you鈥檙e not aware that those things exist or that you need them, you feel like you can skate by for longer than you should.鈥�

Sharing what he learns

Wright also thinks that working with Shulman Rogers will provide him insights and perspective that he can share with other businesses and organizations that he interacts with as chairman of the Prince George鈥檚 County Tech Council.

Wave Welcome has its headquarters in the county, in Oxon Hill. Wright is on a mission to help make Prince George鈥檚 the wealthiest minority county in the country by 2030. 鈥淚t鈥檚 a designation we had enjoyed for decades until Charles County overtook us as of the last Decennial Census,鈥� he said.

He sees the challenges close up for Black-owned businesses like his own in the county. 鈥淗istorically, black businesses start with less capital than other firms. That leads to trying to pursue outside funding. But as you go out to get outside capital, that creates additional complexities that we just simply don鈥檛 have the knowledge to address. So that鈥檚 one,鈥� he said.

Another challenge? Access to large successful businesses that can serve as mentors and offer advice on scaling a company. 鈥淚n Prince George鈥檚 County, there aren鈥檛 many companies that are above $100 million in revenue,鈥� Wright said. 鈥淏ut you look at neighboring counties, there鈥檚 no shortage of companies that are above $100 million. If you鈥檙e a company who鈥檚 looking to get to $100 million, you don鈥檛 have access to people who can really talk you through that process.鈥�

Helping expand the types of businesses that make their home in the county is one of the reasons his company has made building a digital career pipeline a business line in addition to technology services.

鈥淲e want to make sure there鈥檚 more diversity in the career pipeline. In my earlier jobs, I saw that there wasn鈥檛 a lot of diversity at the top levels. I wanted to make sure I addressed that by working very closely with colleges and universities and other groups to really cultivate greater diversity in that pipeline,鈥� Wright said. He added that diversity does not just focus on race but also gender, age, neurodiversity and many other things.

Source

Mauloa. In Hawaiian, it means endless. It might seem like an unusual name for a private investment firm. But for Andrew Sachs that name is Goldilocks.

鈥淲e look at businesses with endless perspective because we鈥檙e not like most investment funds,鈥� said Sachs, founder and CEO of . 鈥淔or most funds, the whole goal is to make investments, sell the business and raise another fund 鈥� then repeat. That is not our goal. Our goal is to help build great companies, and there are no timelines.鈥�

That approach, while unique, works and has proved successful, he said. The firm, which began as Sachs Capital in 2007, has helped 20-plus founder-led, family-owned businesses grow and flourish.

A fundamental ingredient in that success has been a 20-year partnership with lawyer Scott Museles, co-chairman of business and financial services at . 草莓传媒 talked with Sachs and Museles to learn how their pairing helped with the evolution of the investment firm.

Business acumen plus legal knowledge

鈥淭he lengthy relationship that we鈥檝e had reflects the similar thinking that we have and also my experience as deputy general counsel of a Nasdaq-traded company and as a lawyer at the Securities and Exchange Commission,鈥� Museles said. 鈥淚 know the things that Andrew focuses on, and the things that are his pet peeves too. It allows me to be a better advisor.鈥�

From Sachs鈥� perspective it鈥檚 a little more than that. It鈥檚 the mix of legal, financial and compliance expertise paired with business knowledge that has been most beneficial, Sachs said.

鈥淎nyone can check a box. Anyone can write a document. And that鈥檚 not really what business is about. It鈥檚 understanding what鈥檚 a $10 problem versus what鈥檚 a million-dollar problem 鈥� what is never going to happen and what might happen,鈥� Sachs said, adding that he views Museles less as a lawyer and more as his consigliere 鈥� a close advisor who can help him reach conclusions.

鈥淭he private investing where Scott spends a lot of time is very, very complicated and difficult. There are a lot a lot of variables that need to all come together,鈥� he said. 鈥淪cott鈥檚 flexibility of thinking, creativity and understanding how I think is a huge asset.鈥�

Embracing conscious capitalism

The two share a common perspective that a business, any business, is not solely about making money. 鈥淲hile making money is important. It鈥檚 just part of the outcome,鈥� Sachs said. 鈥淕reat companies improve people鈥檚 lives and create opportunities for people and their families.鈥�

That鈥檚 also something that he views as fundamental to long-term business success, which drives the investment choices that Mauloa makes. The firm doesn鈥檛 aim to create the fastest or potentially highest returns, he said. Instead, it looks at all the stakeholders in a business and ways to improve outcomes across the board.

Mauloa embraces the concept of conscious capitalism, Sachs said. That requires evaluating all aspects of a business in making investments and mentoring the leadership teams, not just the total potential profit margin for Mauloa and the investors it brings to a business, he said. (Discover more about conscious capitalism in this story about Shulman Rogers and the restaurant group that runs Founding Farmers.)

鈥淎ndrew wants the founders of the businesses he invests in to be successful and happy and their employees to have a good experience,鈥� Museles said. 鈥淗e really structures his investments to be completely aligned with his founders.鈥� The desire to help the existing business teams thrive earned Mauloa a spot on Inc.鈥檚 list of Founder-Friendly Investors in 2022.

鈥淲e see ourselves as supporting the backbone of America, small business, and keeping the leaders who have built those businesses in their positions,鈥� Sachs said. 鈥淲e come in and acquire the percentage driven by the numbers, and then we really become a partner in the business with the founders, with the management team 鈥� and for a length of time that is unknown.鈥�

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Shulman Rogers hit the 50-year mark in 2022, but that鈥檚 less interesting to Managing Partner Sam Spiritos than ensuring the law firm keeps thinking like a startup.

鈥淲e continuously look at our practice and ask, 鈥業f we were starting our firm today, how would we do it?鈥� 鈥� Spiritos said. 鈥淗ow do we become better? How do we incorporate technology into our offerings so that we can deliver more efficient legal services at a better value to our clients? What kind of culture do we want to have? How do we attract and retain top talent?鈥�

That approach, always trying to stay fresh and innovative, is also one of the reasons he believes the law firm 鈥� serving clients nationwide from offices across the Washington metropolitan region 鈥� has been able to successfully expand its practice at a time when many firms and businesses held steady or even shrank.

In 2022, added 16 new lawyers to its ranks, a growth rate of 20%. Today, the firm has 90-plus lawyers and a support staff of more than 50. It also expanded its offices in Northern Virginia. The firm, which first opened its doors in Potomac, Maryland, in 1972, today has locations to serve its clients in Maryland, Virginia and the District of Columbia.

Law firm with a people-first culture

鈥淲e think about our growth goals as much as we think about wanting our clients and our people to be happy and successful,鈥� said Matt Alegi, co-chair of the firm鈥檚 Mergers and Laterals Committee. 鈥淵es, we have strategic plans, growth plans and a business plan that we continually evolve. But those plans all revolve around our cultural values.鈥�

As Shulman Rogers has added new lawyers and new practice areas, it also has attracted top-tier attorneys, many from , Spiritos said.

鈥淭hey gravitate toward us because it allows them to practice at the highest levels but also be in an office that鈥檚 closer to their homes or reduces their commutes and to be part of an organization where people actually like to come to work,鈥� he said.

But the firm also looks beyond collegiate and law firm pedigrees when it brings on lawyers, Spiritos said. Wanting to both do great work and achieve a work-life balance 鈥� and become 鈥減art of the fabric of the firm鈥� 鈥� matters too.

鈥淲e pride ourselves on being a best-in-class, sophisticated law firm, but it鈥檚 important for us to continue to attract people that can help us maintain that culture,鈥� he said.

Creating full-service legal presence in Northern Virginia

Shulman Rogers has a similar perspective when it comes to its clients, he said.

鈥淲e really like to partner with our clients, not just execute legal documents and transactions,鈥� Spiritos said. 鈥淲e try to be thoughtful about what we can do for them, what relationships we can introduce them to, and what opportunities are out there that we can share with them. How can we help them be successful?鈥�

It was the combination of wanting to have close relationships with clients and provide a location nearer where some of its lawyers and staff lived that led the firm to expand its footprint in Northern Virginia in 2022.

鈥淏y being day to day, onsite in Virginia, we can be more entwined in the community,鈥� Spiritos said. 鈥淲e can develop relationships that allow us to better help our clients and allow us to be in a position to grow our services for them too.鈥�

Although the firm had a small office in Tysons Corner, during the past year, Shulman Rogers relocated and opened a new, larger, fully staffed office in the area. It also added a smaller full-time location in Alexandria.

For more legal tips and advice, visit The Legal Lowdown on 草莓传媒, presented by .

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Lori Swim has led marketing for Shulman Rogers for 25-plus years. It鈥檚 a job she clearly enjoys. But she will readily tell you that she loves helping lawyers and staff across the law firm take part in charity and volunteer programs in the communities where they work and live.

鈥淎 lot of our attorneys and staff are involved in community outreach,鈥� Swim shared. 鈥淭hat鈥檚 always been, secretly, my favorite part of my job 鈥� being able to do that in addition to marketing our legal services.鈥�

Although now has a staff of more than 150; services clients nationwide; provides dozens of practice areas supported by nearly 100 lawyers, many with big firm pedigrees; and has offices and facilities in the District of Columbia, Maryland and Northern Virginia, it continues to focus on differentiating itself from the big 鈥淜 Street鈥� practices by being part of communities across the metropolitan Washington region.

A strong piece of that is in Shulman Rogers鈥� DNA, Swim said.

鈥淚t鈥檚 always been a part of the fabric of the firm. Founders Larry Shulman and Don Rogers were very involved in community,鈥� she said. 鈥淟arry established the automotive trades foundation and construction trades foundation in Montgomery County. Don founded the EagleBank Foundation and served as its leader for many years.鈥�

Today, the Community Outreach Committee helps manage programs that support dozens of charitable organizations, nonprofits and foundations across the DMV, like the Montgomery County Coalition for the Homeless.

Partnering to rid homelessness in Montgomery County

The law firm鈥檚 involvement with MCCH goes back almost two decades. 鈥淥ne of the reasons that we love working with MCCH so much is because they already have programs in place that work very effectively to help members of the community,鈥� Swim said.

Over the past 10 years, lawyer Michael Lichtenstein served on the MCCH Board, the last three years serving as board chairman. The firm has partnered with MCCH on a variety of initiatives, from helping gather household goods for move-in kits and collecting food for Thanksgiving dinners to regularly serving meals at the coalition鈥檚 men鈥檚 shelter, which can house 200 men.

鈥淲e have some fabulous partners, like Shulman Rogers, that know that we can鈥檛 do it by ourselves. We really are doing this together,鈥� said Lynn Davey Rose, interim director for development and community partnerships. 鈥淭hey have a role we have a role, and because we鈥檙e working together, 306 people in 2022 exited shelter and went into a stable and permanent home.鈥�

Organizations like Shulman Rogers have and continue to be essential to MCCH tackling its mission, Rose said.

鈥淭he communities鈥� piece of ending homelessness is pretty significant,鈥� Rose said, adding that businesses and organizations provide 20% to 25% of the financial support for the 32-year-old MCCH鈥檚 operations.

鈥淚f we didn鈥檛 have partners like Shulman Rogers, we literally couldn鈥檛 end homelessness the way we know it should be done to be successful,鈥� she said.

Today, Montgomery County has about 577 people experiencing homelessness, according to MCCH data. 鈥淭hat is not a lot of people for 1.2 million to try and care about,鈥� Rose said.

The coalition has been a part of a five-year, 34% decrease in the number of people experiencing homelessness in the county, she said. 鈥淏ut here鈥檚 what the challenge is: It鈥檚 not getting actually any easier to stay in your house. It鈥檚 getting harder every year to stay in your house.鈥�

The lack of affordable housing increasingly makes ending homelessness a challenge locally. Plus, it鈥檚 a bit of an invisible problem, Rose explained. 鈥淏ecause people are bulking up. If we literally looked at the number of people that are housing insecure, that would be a huge number.鈥�

For instance, a room that rented for $500 five years ago, today rents for more than twice that typically, at $1,100, she said. 鈥淲e鈥檙e not necessarily having success at helping the larger community have reasonable housing expenses.鈥�

Providing opportunities for community involvement for all

For Shulman Rogers, continually looking at how the law firm can help across the region is the focus of its Community Outreach Committee, which has 18 members. It鈥檚 why the committee continually works to support long-time partners like MCCH but to also look for new opportunities too.

鈥淥ur goal for any year is to really serve as many different communities as we can,鈥� Swim said. 鈥淎nd we try to provide an avenue for everyone who wants to help to help.鈥�

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There鈥檚 no getting around it: The last couple of years have been challenging for human resources teams in the social impact sector 鈥� particularly recruiting and retaining talent.

Since 2020, nonprofits have seen 鈥渄ecreases in revenue, decreases in funding, decreases in opportunities to host fundraisers, which for many organizations is a revenue lifeline,鈥� said Lisa Brown Alexander, president and CEO of , a consulting firm supporting the talent management needs of social impact organizations. 鈥淲e saw some contraction in where nonprofit organizations are financially. We also saw, on the reverse side of that, organizations seeing more demand for services, which led them to need to hire more people.鈥�

The impact of those realities is clear from of leaders in social impact organizations, Alexander said.

HR leaders identified talent acquisition, performance management and talent-focused technology as their top three priorities this coming year. 鈥淭hat鈥檚 different than what we heard in 2022,鈥� she said. 鈥淲hat we heard in 2022 was a focus on culture, learning and development, and performance management.鈥�

The priority shift to a focus on finding and keeping employees makes sense, adds Rebecca Dixon, executive director of the , an advocacy organization focused on racial and economic justice for Black and immigrant workers.

~70%

Percentage of their annual budget that nonprofits devote, on average, to labor. Therefore, 鈥渢hat labor expense really needs to be shored up and sustainable,鈥� notes Nonprofit HR CEO Lisa Brown Alexander.

SOURCE: Nonprofit HR

鈥淚n the last year or so, it tightened a lot because of the great resignation or great realignment 鈥� or whatever you want to call it 鈥� in the labor market, where people are leaving jobs and going to other jobs,鈥� Dixon said. 鈥淚n our sector, that means there鈥檚 competition for the best talent and also how you want to retain your talent as well.鈥�

We asked Alexander and Dixon to offer pointers on what nonprofit leaders and HR teams can do in the months ahead to help with talent management despite the challenges. Here are five tactics they suggested.

Talent 1: Focus on strategies to keep great talent

While recruiting and hiring new talent are often top of mind for HR teams, both Alexander and Dixon recommended giving retention equal time in 2023.

Nonprofits must retain the talent that they have, Alexander said. 鈥淓xperienced talent is hard to come by, so employee retention is critical.鈥�

Plus, Dixon noted, it can have a downstream effect in an organization and lead to turnover. 鈥淚f your organization is not doing the things that are important, like fostering leadership and development; making sure you have a positive, inclusive culture; you鈥檙e not paying attention to your lifecycle for recruiting, hiring, onboarding 鈥� all of those things, what does equity look like and all of those things 鈥� then we know that it鈥檚 usually the most marginalized workers that suffer,鈥� she said.

Tactic 2: Keep pace with your competitors

A crucial element to both retention and recruiting is understanding your particular social impact niche鈥檚 pay and benefits landscape, Alexander said.

It鈥檚 incumbent on the HR staff to check in with how the organization pays people and to ensure pay is competitive. 鈥淏ecause the nonprofit next door is paying attention and can lure your talent away with a richer, more generous benefit offering,鈥� she said.

Alexander also advises nonprofit leaders to make their 鈥渆mployer brand鈥� a priority. 鈥淭hink about your employer brand and how you show up as an employer,鈥� she said. 鈥淢onitor your reputation online. That can make or break whether or not someone will decide to join you. Continue to invest in the culture.鈥�

Yes, mission matters and attracts employees to social impact organizations, but a toxic work environment makes it hard to land and keep the best talent, she said.

Tactic 3: Invest in technology, particularly tech that supports your staff

Even NELP, which had moved to a hybrid environment well before the outbreak of the COVID-19 pandemic, found itself having to make adjustments for communications and collaboration, Dixon said. That said, it did have the technology in place for most of its staff to work remotely.

But that is not common across the social impact sector as a whole, Alexander said. 鈥淥ur experience is that the majority of organizations were not as prepared as NELP was, with both technology and the cultural shift from in person brick-and-mortar to a remote environment 鈥� and then just getting managers accustomed to working with people and managing performance from a distance,鈥� she said.

While NELP has tried to listen and respond to people鈥檚 flexibility needs, Dixon said, 鈥渢here has been something lost from us being completely remote and not being able to have those informal conversations in the elevator or at the at the coffee maker.鈥�

Nonprofits need to both invest in technology to make remote work and collaboration seamless but also focus on how staffs can build trust when people physically are together less, she said. 鈥淚t鈥檚 really that balancing act that we鈥檙e trying to find and put our finger on what鈥檚 the right balance.鈥�

As nonprofits continue to focus on their hybrid technology environments, they鈥檙e also investing in digitizing HR systems and processes, Alexander said. 鈥淔ifty-five percent of organizations that responded to this year鈥檚 survey are making it a priority to implement a human resources information system, that鈥檚 essentially taking the paper files that they have and making them available remotely,鈥� she said.

Tactic 4: Be competitive in pay and benefits

Today鈥檚 benefits packages reflect what鈥檚 happening in the broad work world, Alexander said. The expectation of employees when it comes to benefits continues to evolve and change, sped up by recent world events.

鈥淲e know that organizations have really had to dial into things like wellness, flexibility, deeper investments in technology and what they provide people to be able to work effectively from home,鈥� she said. 鈥淭hose are all considerations that employers and leaders need to be thinking about.鈥�

Dixon agreed and suggested also focusing on employees鈥� career paths to make sure that people have meaningful opportunities. That approach, along with providing development programs and reflective supervision, has lessened turnover at NELP and 鈥渉elped insulate us in this tight labor market,鈥� she said.

Tactic 5: Integrate diversity, equity and inclusion into your organization鈥檚 talent management

As with benefits, employees鈥� expectations on diversity, equity and inclusion continue to evolve within social impact organizations too, Alexander said.

In the 鈥�2023 Nonprofit Talent Management Priorities Survey,鈥� attracting and hiring diverse talent 鈥� across all demographics, including but not limited to race, age, gender, identity or differing abilities 鈥� was the main talent acquisition priority. Two-thirds, or 66%, of HR leaders ranked it on their Top 3 list.

That said, organizations are at different points on their DEI journeys, Alexander noted.

Dixon added that because of that, 鈥渋t鈥檚 very critical to be clear with folks about what you are trying to provide. If you are focused on diversity, equity and inclusion, what does that mean concretely? Let folks know what that means, and just be honest with candidates about your status and where you are in your journey.鈥�

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Even before she started law school, Kimberly Skiba-Rokosky knew that she wanted to work with families and to tangibly make a difference in people鈥檚 lives.

But the path to the law she practices now at 鈥� a mix of divorces, family law, estate and trust litigation, and conservatorships and guardianships, particularly for disabled young adults and the elderly 鈥� evolved over time.

It鈥檚 a good balance between chaos and calm, Skiba-Rokosky says. And though 鈥渋t sounds so clich茅, it鈥檚 nice to be able to help people.鈥�

Sometimes her work involves challenging moments in the conference room and courtroom, as contested divorces or guardianships can become heated and litigious. It requires being tough, sometimes aggressive, but kind, she said.

草莓传媒 asked Skiba-Rokosky to talk about the legal needs of families with both young adults and elderly family members with disabilities and how to avoid pitfalls when ensuring continued care for them.

Q1: Can you talk about the special legal needs that a family should consider if they have a child or elderly adult with a disability?

Skiba-Rokosky: The most common issues that I encounter involve challenges for young adults who are in that 18- to 20-year age range. Parents become so accustomed to being the decision-maker for a minor child, especially a special needs child, that when a child turns 18, the parents are not thinking about the fact that the child is, in the eyes of the law, a legal adult.

What ends up happening is that, all of a sudden, providers 鈥� such as doctors and residential treatment facilities 鈥� stop communicating with the parent, who without further action, is no longer the person legally able to make decisions. Often, that鈥檚 where I come in.

It is amazing, though, because I have encountered some parents who have been able to navigate for several years after a child turns 18 鈥� without a guardianship, conservatorship or power of attorney 鈥� just on providers turning a blind eye and not really questioning.

But when the lack of legal authority to make decisions becomes an issue, it usually becomes an immediate issue, because the parents are trying to do something critical, and they don鈥檛 have legal authority to act. I see this often when parents need to transition a disabled young adult from living at home to living in a group home or somewhere else.

Parents of disabled children are oftentimes so worried about, and rightfully so, providing care and getting the services in place while the children are minors that the parents don鈥檛 think about what happens when the children turn 18 from a legal perspective. The parents also may not think about, or act on, what happens down the road when one or both of them can鈥檛 care for the disabled adult.

I also see a similar problem with disabled and elderly adults. People do not really think through what will happen if and when they cannot make their own health care and financial decisions. And so they鈥檙e not establishing powers of attorney before they become incapacitated. Then, there鈥檚 nobody who can legally make a decision for the adult without another family member or friend going to the court to have a guardian and conservator put in place.

Every adult should have a financial power of attorney, an advanced directive or healthcare power of attorney, and a will, because a number of problems will be prevented by having these documents in place.

Q2: What鈥檚 the most critical advice you would give people?

Skiba-Rokosky: The main thing is, to the best that folks can, think ahead. And I know that鈥檚 so difficult. I have two young, healthy children, and I know firsthand that just getting through the daily routines with young kids while meeting our other basic obligations doesn鈥檛 leave a lot of time for much else.

But to the extent that you can, think ahead and talk to others about what services are available. I鈥檝e been pleasantly surprised that a lot of the school systems in the D.C. metro area have special education teams that are willing to talk to parents about the different options that are available. Many local counties have good resources. The parents just have to know to look for them and then take the precious time to do so.

The same is true for disabled older adults 鈥� plan ahead. When issues arise, there often needs to be a quick response, but parents or other family members cannot act because the now-incapacitated adult has not thought about such circumstances in advance.

Q3: Are there different factors to consider for young adults versus the elderly?

Skiba-Rokosky: I鈥檒l start with the elderly. The trend that I鈥檓 seeing is that folks are needing long-term care a lot longer, especially with dementia. Someone could end up suffering from dementia, and otherwise be healthy, and live a very long life but not be able to care for him or herself.

For all of us, before we age, that means really looking at our financial means and what we have in place legally, not just waiting until we fall ill or become incapacitated. Legal adults need to be thinking, 鈥淚f I need long-term care, how am I going to be able to afford this?鈥� Because the reality is long-term care is very expensive. Providing care for an adult, especially if he has dementia and needs 24-hour care in a secure facility or at home, is incredibly expensive in the D.C. metro area. So, thinking about those things for all of us in advance is really important.

In terms of the younger crowd, especially in the 18 to 24 age range, the thing that I say to my clients, often parents or other family members of the young adult, is to look at what鈥檚 available in terms of types of services. I鈥檝e had so many families be very lucky to be in counties with good services 鈥� if the families are aggressive about finding the services and putting provisions in place to be able to make the best decisions for their loved ones.

I see so many families that just do not think ahead. Let鈥檚 be honest: Nobody can anticipate every single thing that will happen, but recognizing that a child鈥檚 status is going to change legally at 18 is really important.

Q4: Once you have your plans established, should you regularly review them for possible updates or changes?

Skiba-Rokosky:

First, here鈥檚 a bit of terminology for context. In Virginia, you鈥檒l hear the words 鈥済uardianship鈥� and 鈥渃onservatorship鈥� used. The guardian is the person who makes the incapacitated adult鈥檚 health care decisions, the residential decisions and so on pertaining to the person鈥檚 鈥減erson.鈥� The conservator is the individual who makes the financial decisions and manages the finances for the incapacitated adult. A lot of the time, that person is one in the same.

In Maryland, we use slightly different terminology. In Maryland, the court can appoint a 鈥済uardian of the person鈥� and a 鈥済uardian of the property.鈥� Maryland does not use the term 鈥渃onservatorship.鈥� 听The conservator in Virginia is the equivalent of a guardian of the property in Maryland, and a guardian in Virginia is a guardian of the person in Maryland.

For the adult who has put an estate plan, including a financial power of attorney and a health care power of attorney, in place to avoid the need for a guardianship or conservatorship, that adult should at least review the documents every few years while he or she remains capacitated to make sure that there are no changes that need to be made. Perhaps a named agent is no longer the right option or the adult鈥檚 views on long-term care arrangements have changed. It is important to remember that, once a person loses capacity, he or she cannot update estate planning documents.

If the plans are put in place by a court, there will likely be upkeep required by the fiduciary, the guardian or conservator who has been appointed, for example. For instance, in Virginia, conservators, depending upon the value of the money over which they are responsible, have annual reporting requirements to a commissioner of accounts.

There will also be what I call 鈥減ractical upkeep.鈥澨� The fiduciary will want to regularly evaluate expenses and income to ensure that the incapacitated adult鈥檚 resources are being used most efficiently.

With benefits such as Social Security income and Social Security disability income, there may not be annual maintenance required once eligibility is determined. The recipient will receive cost of living adjustments each year automatically, but the family will be obligated to check in with the Social Security Administration periodically.

It is advisable to look at residential arrangements, both for young adults and for the elderly, on at least an annual basis. 鈥淚s my loved one receiving the right care, the highest level of care that makes sense given the circumstances?鈥�

Really, though, the critical piece is getting the plans in place. Then, the maintenance is mostly practical. Again, once somebody is declared incapacitated, he or she will not have the ability, from a legal perspective, to update estate planning documents or to make decisions. Once incapacity occurs, the agent under the power of attorney, or the guardian and conservator, if the court has to get involved, will make all decisions.

Q5: And what happens if a change is needed in the person who is serving?

Skiba-Rokosky: That鈥檚 something that is particularly important when you have disabled young adults. I always tell parents when I鈥檓 helping them obtain guardianship over their younger adults that they need to think about what happens when they, as the parent and now the guardian, can鈥檛 serve anymore, because it will likely happen at some point, as much as the parents would prefer not to think about it.

I remember one case that began in 2017, in which I assisted a family to establish a guardianship and conservatorship for their younger disabled adult. While we were going through the process, I said early on to the older parents, 鈥淟et鈥檚 think about what happens after you can鈥檛 serve.鈥� They responded: 鈥淥h, that鈥檚 not going to happen for a while. We don鈥檛 need to put those provisions in place.鈥�

Only a couple of years after the guardianship/conservatorship was established, both parents鈥� health began to fail. The family has now spent a considerable amount of money and it has taken a number of years to straighten out the mess. Planning ahead could have avoided all of this.

In my opinion, the worst possible thing that could happen for a disabled adult, particularly a disabled young adult, is for there to be a disruption if the adult loses a parent who has been contributing to, or managing, their care the whole time. As a parent myself, I would feel so much less anxiety knowing that, if I am not going to be able to make the decisions, I have made provisions for somebody else to do so.

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Bankruptcy lawyers get a bad rap, rather akin to how people respond when someone says they work for the IRS.

In reality, most commercial bankruptcy work focuses on trying to put a business back on the path to success, points out Michael Lichtenstein, chair of the Bankruptcy Restructuring and Creditor Rights Practice at in Potomac, Maryland.

鈥淭he general purpose of is to allow companies the opportunity to pause their payments to creditors, reorganize, restructure their debt and then emerge as leaner, meaner operations,鈥� he said. Yes, sometimes Chapter 11 cases do lead to immediate liquidations like their less complex counterparts. As an example, Lichtenstein pointed to Sports Authority鈥檚 bankruptcy and those of other large failing retailers in particular in recent years.

But really helping a business survive and come out stronger on the other side of the process is what Lichtenstein calls the epitome of a successful Chapter 11 鈥� and incredibly gratifying work too.

草莓传媒 asked Lichtenstein to share advice and insights that can help business owners better understand bankruptcy, what to expect, the legal ramifications and potential pitfalls.

Q1: When considering Chapter 11, or even a Chapter 7 straight liquidation, what are the things that a business should consider?

LICHTENSTEIN: Well, I鈥檓 a bankruptcy lawyer, and I always tell potential clients, 鈥淚 don鈥檛 want you to file for bankruptcy unless you need to.鈥�

By the same token, it does not have the stigma attached to it that it did 30 or 40 years ago. Companies file for bankruptcy 鈥� humongous companies file for bankruptcy 鈥� every day of the week. And if it鈥檚 a means to reorganize and to restructure your debt and allow your company to stay in business, you absolutely should do it. If you can avoid it, great.

When I advise clients, I always recommend they go to their lenders first. I say, 鈥淟et鈥檚 talk to them, and see if we can we work it out. If we can鈥檛 work it out, we鈥檙e going to file for bankruptcy. But that鈥檚 our last option. We鈥檇 rather work it out.鈥�

I represent a lot of lenders too, and in my experience, they鈥檇 always much rather work with a borrower than default the loan. They鈥檙e not in the business of holding on to real estate or closing down businesses unless they need to.

The biggest problem I see is that business owners, especially if they鈥檙e small business owners, stick their head in the sand and take the ostrich approach to life. That doesn鈥檛 generally work out.

If you acknowledge that there are financial issues, and then you start taking steps to cut and be more efficient, you鈥檙e generally going to end up 鈥� even if you have to restructure somehow 鈥� getting more sympathy from your lender. They then view the borrower as having been more proactive than a borrower who just says, 鈥淚鈥檓 too busy to deal with that.鈥�

In the latter case, when that business all of a sudden runs out of money and is in financial trouble, there are no choices. At that point, the lender and all the creditors are not willing to give the business an opportunity because they say, 鈥淭his has been going on for a year. You should have cut 20 employees a year ago. You should have stopped spending money on something.鈥�

It鈥檚 always better to be realistic about where the business is going.

Q2: Is there other advice that you give to businesses so that they鈥檙e prepared for these types of discussions?

LICHTENSTEIN: Definitely. If your business is really struggling, bring in a restructuring officer.

I鈥檒l give you an example. One of the lenders that I represent had a meeting with a borrower and on the phone was a restructuring guy who the borrower had brought in.

You might think a lender would be sort of taken aback, but it was quite the opposite. The lender was very happy to hear that the borrower had taken proactive steps, recognizing that their business was in trouble, to hire somebody.

A lot of businesses when they realize they鈥檙e struggling, hire what鈥檚 known as a CRO, a chief restructuring officer. Many business people 鈥� and especially those in professional businesses, like doctors and accountants 鈥� don鈥檛 really know what they should focus on or be doing to better run their businesses.

When you bring in a chief restructuring officer, who does this for a living, they鈥檙e able to say to you, 鈥淗ere鈥檚 how you can be more efficient. Here鈥檚 how you鈥檙e able to continue. Here鈥檚 what you need to cut. Here鈥檚 what you need to focus on.鈥�

Q3: Once you advise a business to enter Chapter 11 officially and reorganize and restructure, are there specific legal ramifications that businesses should be aware of?

LICHTENSTEIN: One of the reasons that companies file for bankruptcy 鈥� and one of the benefits 鈥� is there鈥檚 something called the automatic stay. What that means is that if companies are in the midst of being sued and they file a bankruptcy petition, they also file a notice in the court where they鈥檙e being sued by a creditor and that lawsuit is immediately stopped.

The filing allows them not only to put that lawsuit on hold and try to figure out a way to restructure that part of the debt, but it also allows them to focus their energies on doing their day job, which is actually running the company and not being a litigant. That鈥檚 one legal ramification that obviously has a lot of benefits.

If you confirm a plan of reorganization, so you鈥檙e actually reorganizing, then you obtain a discharge. So what that means (just using hypothetical numbers), if a company has $10 million of debt and it manages to confirm a plan that allows it to pay $5 million of debt and it makes those payments, it gets a discharge. It doesn鈥檛 owe the other $5 million.

If you can reduce your debt, your balance sheet looks a lot better. Obviously, it also may allow you to get funding. It has a lot of ramifications in that sense. And those debts are gone, nobody can come after them.

If you can discharge a significant amount of your debt and maintain your equity in the company, it鈥檚 a big deal. It allows you to retain your company, you鈥檙e a much more efficient company, and hopefully you can have positive cash flow going forward.

Q4: We should probably also acknowledge that it鈥檚 not easy to proceed with a Chapter 11 bankruptcy because otherwise people would be doing this all the time simply to half their debt, so to speak, using your example.

LICHTENSTEIN: Absolutely not. There are rules. There鈥檚 a bankruptcy code and then there are bankruptcy rules. Plus, there is a lot of established case law. That all dictates how a plan gets confirmed by a bankruptcy court.

Who gets to vote? How many people does the business need to get the approved vote? How do you separate creditors into different classes? How do you treat the equity security holders, the people who own the company? Can they keep the company?

There鈥檚 a priority scheme. And if unsecured creditors and creditors don鈥檛 get paid in full, the owners can鈥檛 hold on to the equity unless they put new money into the company. It鈥檚 very complicated, and it can be expensive.

But it can work. I represented PMI, the parking company. It鈥檚 a public record case. We proposed a plan, we confirmed it, and they鈥檙e still in business. We cut down the number of parking garages they had, and they鈥檙e still operating. It worked out great. But there was a lot of litigation in that proceeding, which we didn鈥檛 initiate.

A few of the creditors decided to file a suit contesting the bankruptcy. That鈥檚 totally out of the control of the debtor. When you anticipate that the whole process is going to cost X, there鈥檚 an unknown there. Your total cost could double or triple X 鈥� depending on how litigious the bankruptcy is. It can be a very expensive procedure, and not everything is within your control. There are some unknowns.

But if your company is facing having to shut the doors and there is a possible way to reorganize, in my view, it鈥檚 always better to at least try that if you can.

Q5: Are there mistakes you鈥檝e seen people make when they鈥檙e managing a restructuring or bankruptcy, or maybe things people should avoid?

LICHTENSTEIN: Where people run into trouble often is if they have run their company like a 鈥渕om and pop store鈥� and treated the company like their own personal piggy bank.

The thing about bankruptcy is that it鈥檚 100% transparent. A debtor 鈥� within 14 days of filing a Chapter 7, 13 or 11 petition 鈥� must file schedules of assets and liabilities and a statement of financial affairs. Those documents are signed under oath. The schedules identify all of the assets the business owns and all of the people to which it owes money 鈥� secured, unsecured, priority, taxes, employee wages, etc.

When that statement of financial affairs identifies payments that were made within the last 90 days to people who own the company or payments to insiders within the last year or so, that鈥檚 where you can get into trouble.

If you鈥檝e been running this company and you haven鈥檛 been paying creditors, but you鈥檝e been paying yourself bonuses, or you鈥檝e been paying your country club dues 鈥� all sorts of things like that 鈥� everybody鈥檚 going to look at those payments, and somebody鈥檚 going to come after you for that. That鈥檚 where people run into trouble a lot. It鈥檚 never a good idea to act as if it鈥檚 your own piggy bank.

Source

While law firms generally offer pro bono services, Shulman Rogers decided it wanted to do something more impactful for 2023. It has launched a program to provide free legal support for the entire year to a Black-owned business in the metropolitan Washington, D.C., region.

鈥淲e recognize the need that Black-owned businesses have for legal services. We understand that there are special challenges that face Black businesses, and we would like to do our part to alleviate some of the barriers to entry for smaller, Black-owned businesses,鈥� said Kimberly Mann, co-chair of the program and chair of the Potomac, Maryland, firm鈥檚 Fund Formation Practice.

Shulman Rogers will accept applications for the year of legal services until Dec. 1. Any 51% Black-owned business in D.C., Maryland or Northern Virginia can .

Mann shared six additional criteria that the firm鈥檚 selection committee will be looking for from businesses that apply:

• Validly exist in the jurisdiction
• Have a solid business plan
• Be in an industry with high-growth potential
• Exhibit strong entrepreneurial commitment
• Display management team experience
• Demonstrate need

鈥淲e anticipate that most of the applicants will be younger businesses because more established businesses probably already have legal counsel,鈥� she said. 鈥淏ut we are open to businesses at all stages of the lifecycle.鈥�

Helping Black-owned businesses grow across the region

The ultimate goal of the program is to help the selected business create a foundation for growth, Mann said. With that in mind, Shulman Rogers expects that most of the legal services it provides will be tailored to establishing a strong foundation for the business and helping it expand or plan for future growth.

鈥淭hat would include things like entity formation,鈥� she said. 鈥淚f the company has already formed, corporate governance services or reorganization, and then beyond that, long-term tax planning, bank financing or venture financing in the seed or pre-seed stages, contract drafting and negotiation, trademark matters, getting their intellectual property rights in order, real estate and employment matters.鈥�

These types of legal services are critical early on, Mann said, adding that it often costs more to reset a business and fix something than it does to start off in the right way.

鈥淚f you have goals of being acquired by a strategic buyer or a financial buyer, or if you have lofty goals of having an initial public offering, all of that is predicated on good corporate governance and a solid infrastructure and foundation,鈥� she said.

Like most small businesses, Black-owned businesses often bypass legal services early on, thinking that they鈥檙e too expensive or not a priority, Mann said. But given that Black-owned small businesses, based on U.S. Census data, fail at a much higher rate in the first year to 18 months than small businesses generally, this program aims to help change that one Black-owned business at a time.

Shulman Rogers sees the initiative as way to give back to the community that has been the firm鈥檚 home for 50 years.

鈥淭his is our home, and this is something for our family in the region,鈥� Mann said. 鈥淲hether it鈥檚 Maryland, D.C, or Virginia, it鈥檚 all our home, and it鈥檚 helping to build a great business community in the place where we live and work.鈥�

For more legal tips and advice, visit听The Legal Lowdown on 草莓传媒, presented by听.

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This content is sponsored by Shulman Rogers.

When Dan Simons and Scott Museles met, there wasn鈥檛 a single Founding Farmers restaurant. Fast forward 15-plus years, Simons runs a bustling food business under the banner Farmers Restaurant Group, and Museles oversees an equally bustling Restaurant Group at Shulman Rogers.

Introduced by Simons鈥� brother-in-law at a networking event, the two hit it off. At the time, Simons had created a restaurant management consultancy with Michael Vucurevich.

鈥淲e both have kind of grown up together in a lot of ways,鈥� Museles said, recalling the introduction. It took place just as Simons was beginning to plan his entrepreneurial path for the restaurant group with Vucurevich, and Museles was starting his career at Shulman Rogers.

Not too long after that, in 2008, Simons and Vucurevich partnered with the North Dakota Farmers Union to open the original Founding Farmers restaurant in downtown Washington, D.C. Today, there are seven restaurants, a bakery, a distillery and even Founding Farmers food products 鈥� owned in partnership with farmers across the country. Behind the scenes, Museles, industry chair of restaurants at , has provided advice and helped guide the evolution of the restaurant group since day one.

鈥淲e are real partners in the pursuit of growing the company and doing it in a mindful way. It鈥檚 nice to have a relationship that goes back so far and has survived trying and difficult times,鈥� Simons said. 鈥淲e鈥檝e had legal challenges. We鈥檝e gone through a pandemic. We鈥檝e struggled financially. Through thick and thin, Scott and the team at Shulman Rogers have been there with me. Sometimes they have to pull me, sometimes they have to push me, but they鈥檙e always with me.鈥�

Making a 鈥榗onscious鈥� decision about how to run the business

From the get-go, Farmers Restaurant Group took a 鈥渃onscious capitalism鈥� approach to its business operations. Conscious capitalism views all the elements of a business as equal stakeholders relative to planning, making decisions and pursuing growth. It really demands a reimagining of the employee role in a restaurant environment, said Simons, who is on the board of directors of the .

鈥淭he only way to run a restaurant is from an employee-centric perspective. Conscious capitalism brings it to life鈥� for through the eyes of the farmer and the hands-on work of its 1,400 employees, Simons said.

鈥淲hen you do that, you get to run a company that feels great and performs really well,鈥� he said. Although he thinks all companies should use this business model, Simons likes that Farmers Restaurant Group has been able to prove the validity of putting employees on equal footing with other stakeholders.

That 鈥渕indful鈥� approach also plays out in the way he and others in the company work with Museles and Shulman Rogers.

鈥淧eople often say in business, you need a great lawyer. I鈥檓 not sure that sums it up properly. What you need is a great human who is excellent at lawyering but who wants to be part of the heart of your business,鈥� Simons said, adding, 鈥淚 really knew early on, this is the person I want as part of our beating heart, helping us make sure we do legal well, but that we do it as clearly sort of a woven in part of the culture and the ethos of the company.鈥�

Keeping pace with Farmers Restaurant Group growth

For Museles, the restaurant group was his first restaurant client. Today, Shulman Rogers represents fast-casual restaurants, full-service restaurants, Michelin star restaurants 鈥� alongside a robust hotel practice.

鈥淭he restaurant scene here is just really vibrant, with lots of new restaurants coming in all the time,鈥� Museles said. 鈥淩estaurants, like other businesses, need all the blocking and tackling legal services: forming the company, employment, intellectual property, protecting the brand.鈥�

But there are definitely unique aspects too, and working with Simons closely has honed and informed his and his team鈥檚 knowledge, Museles said. For instance, within employment areas, restaurants face many specialized needs, he said, as they do in structuring the business to protect the brand and allow them to develop new brands. Plus, there鈥檚 the unique roles and agreements that take place with chefs, he added.

Shulman Rogers, which began in 1972 as a real estate law firm in Potomac, Maryland, today serves a wide array of business and personal clients. But even as it has expanded to a global firm, it continues to emphasize creating relationships with its clients that extend beyond the legal realm, Museles said, citing his partnership with Simons as typical for Shulman Rogers.

That might sound like what every law firm says, he noted, but then stressed that with deep roots in the D.C. metropolitan area, Shulman Rogers lawyers are long-time members of the communities where their clients live and work.

鈥淭here are lots of lawyers who can draft agreements, and good agreements, but it鈥檚 everything around that,鈥� Museles said. 鈥淚 get a lot of satisfaction from helping a client beyond the legal, whether that鈥檚 finding a construction company that they need to build a restaurant or helping locate investors to raise capital, that鈥檚 where I really have a lot of fun and find I can add a lot of value.鈥�

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