Our practice includes both corporate and transactional work and business and white-collar litigation. In our corporate practice, we counsel small and mid-sized companies in business law, contract issues, and negotiations—including compliance in the cloud, intellectual-property matters, and issues in OpenSource and its various common licenses. In litigation, we handle business disputes, white-collar defense and investigations, and alleged corruption and fraud. In both capacities, we often negotiate on behalf of clients with adversaries, potential business partners, contractors, vendors, and U.S. government agents and prosecutors.

We have a diverse technology practice that includes litigation, transactions, and compliance for clients in information security, software development, and various areas of engineering. We also have an active health-care practice, which focuses on compliance relating to the anti-kickback law, the Stark law, the False Claims Act, and HIPAA. And we assist executives, and those investing in health-care entities and joint ventures, to structure transactions, maintain compliance programs, and respond to government inquiries and investigations.

Much of this work comes together in our data breach and incident response practice, which focuses on pre- and post-breach response, from preparing to handle a breach in advance, to responding to a known incident, including hiring and coordinating with digital forensics teams, customer and vendor notification, and reporting to government agencies and law enforcement when necessary.

For many years, both Mr. Goldberg worked in technology, as a software developer, consultant, and enterprise-software architect; His background in software, information security, and business allow him to provide clients with a unique combination of legal knowledge and technology expertise.

It is that mix of legal mastery, technology fluency, and business judgment enables us to understand each client's business quickly, and to craft legal strategies to protect their interests—without spending hours simply trying to penetrate the technology. In fact, we regularly attend and speak at technology-industry and hacker conferences around the country.

Marion Goldberg has represented physicians and companies in health-care related matters, including compliance, privacy, and She has represented executives, hospitals, and other health-care clients to structure joint ventures, deal with Medicare reimbursement, and comply with federal and state anti-kickback laws, the Stark law, and the Health Care Portability and Accountability Act (HIPAA). And she has negotiated agreements that involve health-care matters of all types—including technology projects by health-care entities and health-care projects by technology companies.

Together, we have represented a wide variety of individuals and corporations, including large and small software companies, computer-security consultancies, federal government appointees and civil service employees, corporate officers, oil-services companies, and non-profit entities.

We have litigated cases in both the state and federal courts, often trying cases to verdict. We have argued appeals in the state and federal courts. (Richard Goldberg is the author of a book for LexisNexis on litigating contracts cases.) And we have negotiated agreements with Fortune 100 and Fortune 500 companies, including television networks, multi-national Internet companies, and multi-billion-dollar government contractors, in joint ventures, subcontracting, software development, information-security consulting, and software integration.

We also frequently speak and write about issues in contracting, privacy, data security, cloud computing, and other new technology areas.

More information is available about our corporate practice, our business and white-collar litigation practice, our health-care practice, and our technology-specific work, including our data breach and incident response practice.

We represent clients in commercial and business litigation as well as white collar investigations and prosecutions. Because we understand that a lawsuit can interrupt and, in severe cases, cripple a business, we craft strategies to minimize the impact of litigation and allow company executives to concentrate on company business, not distracting litigation. Mr. Goldberg and Mr. Clements have conducted numerous bench and jury trials. When in a client's best interests, we will energetically try a case to verdict.

In commercial and business lawsuits, we have represented both plaintiffs and defendants: investors and former investors, business partners in "commercial divorce," companies that bought or sold businesses, and corporations and limited liability companies defending against shareholder and vendor litigation. We also routinely handle matters involving breach of contract, intellectual-property and trade-secret misappropriation, and breach of fiduciary duties—often without costly, time-consuming litigation.

Quite often, cases can be resolved before trial—and even before the commencement of formal litigation. But sometimes they cannot. When necessary, we litigate cases in the state and federal courts in D.C. and Maryland, often trying cases to verdict, in both bench trials and jury trials. We have also briefed and argued appeals, filed amicus briefs, and filed petitions for en banc rehearing and certiorari, before the U.S. Court of Appeals for the District of Columbia Circuit, the U.S. Court of Appeals for the Fourth Circuit, the D.C. Court of Appeals, and the U.S. Supreme Court.

We have represented individuals and corporations as subjects, targets, and defendants in white-collar investigations and prosecutions by the U.S. Department of Justice, the Securities and Exchange Commission, the U.S. Office of Special Counsel, the Inspector General's Office for the Department of Defense and the Defense Criminal Investigative Service (DCIS), the Inspector General's Office for the Department of Housing and Urban Development and the FBI, the U.S. Navy Judge Advocate General's Corps (JAG) and the Naval Criminal Investigative Service (NCIS), the D.C. Attorney General's Office, the D.C. Office of Tax and Revenue, and the various U.S. Attorney's Offices. We have also provided counsel concerning corporate anti-corruption policies, methods, and regulations, as well as contracting-related compliance. We have conducted numerous criminal trials, trying cases to judges and juries. When possible, we also routinely obtain declinations of prosecution and pre-trial dismissals, saving clients from even having to face trial.

We have represented both individuals and corporations in lawsuits and investigations, including oil-services executives, manufacturing executives, federal lobbyists, federal government appointees and civil service employees, corporate officers, software companies, information-security firms, and consulting and engineering companies. We understand deeply the toll that time-consuming litigation can take on a business, and we craft strategies to mitigate those issues. Our clients' problems become our problems.

Represented a corporation accused of complex fraud by a former client.

Represented a technology company accused of improper business practices and fraud by a former investor.

Represented a co-founder frozen out of a late-stage start-up by other co-founders.

Represented a close corporation against shareholders seeking to violate their fiduciary duties and compete with the company.

Represented a technology-company founder who accused his former business partner of improper business practices and fraud.

Represented an OpenSource software company in a dispute over the origins of its GUI. The case required a deep understanding of the nature of OpenSource software and the history of GUIs and computer graphics.

Represented an OpenSource software company in a dispute over its status as a 501(c)(3). The matter required an in-depth understanding of the nature of OpenSource software development, the history of OpenSource software foundations, and the role of OpenSource software in the technology industry.

Represented an inventor whose cutting-edge software was misappropriated by a large technology-training company.

Represented a major software company in a successful federal appeal of an adverse patent ruling.

Represented a former executive-branch appointee in a civil suit alleging fraud and misappropriation.

Argued an appeal on the scope of evidence required for a claim under the ADA.

Filed a pro bono amicus brief in an en banc rehearing on behalf of an expert psychologist on the use of attachment studies in adoption cases.

Represented a former CFO regarding allegations of improper payments.

Represented a civilian contractor in a Department of Defense/DCIS investigation into improper contracting practices.

Represented a former high-level executive-branch staffer in allegations of fraud and improper influence during government service.

Represented an NGO in an investigation into alleged foreign bribery by its high-level officers.

Represented an accountant in an investigation into potential tax fraud.

Represented a top federal civil-service employee in an investigation by the U.S. Office of Special Counsel.

Represented a civilian contractor in a JAG/NCIS investigation.

Argued an appeal premised on violations of the Fourth Amendment.

Filed an appeal challenging limits on the scope of expert-witness testimony.

We frequently represent clients in technology, in both corporate and litigation matters. Our backgrounds in software and information security allow us to provide clients with a unique combination of legal experience, technology expertise, and sound business judgment.

That combination allows us to understand each client's business quickly and craft strategies to protect their interests—without spending hours simply trying to penetrate the technology issues. In fact, we attend and often speak at computer-industry and hacker conferences around the country.

Whether your business is software development, OpenSource integration, cloud computing, digital forensics, security auditing, penetration testing, or other computer- or Internet-based design, development, or engineering, we can identify the advantages and risks particular to your situation quickly and provide solutions just as quickly.

We also counsel technology and engineering companies in complex business negotiations, joint-venture formation, partnering, contracting and subcontracting, sales of large assets and business lines, and spin-offs.

We have guided technology clients through confidential government investigations into fraud and Foreign Corrupt Practices Act violations, intellectual-property disputes, shareholder lawsuits, and vendor disputes. We also provide counsel concerning data breaches, cloud computing issues, computer forensics, penetration testing, contractor stand-offs, compliance auditing, and intellectual property.

Information Security & Computer Forensics

Penetration Testing & Security Audits

Software Development

OpenSource Licensing

Technology Consulting

Cloud Computing

Privacy and Data Security

Data breaches

Information Security Product Integration

We counsel small to mid-sized companies in various aspects of corporate and transactional law, including contract issues and negotiations; acquisitions and sales; intellectual-property matters; employment, contractor, vendor, and agent agreements; and risk-mitigation with clients, agents, contractors, and vendors. We have completed successful negotiations with Fortune 100 and Fortune 500 companies, federally chartered Indian corporations, multi-national government contractors, and numerous other companies, large and small.

For smaller companies that would not find having a dedicated general counsel to be cost-effective, we perform that function, assisting with legal strategy and business negotiations. Most clients find that having a firm that both understands the company's business and knows its history is far more efficient than coordinating overlapping work by multiple firms, leaving company executives free to concentrate on running the company.

Our corporate practice frequently includes counseling technology and engineering companies, especially those specializing in software development and information security, in contract issues and negotiations, employment issues, acquisitions and sales, joint ventures, and intellectual-property protection.

We assist clients to protect and license intellectual-property rights, especially in joint ventures and engagements with contractors and other third-party vendors. We have also counsel many start-ups from inception, creating the initial business entities and negotiating their first business relationships, and we continue to represent them as they grow.

Our clients have included software companies, engineering firms, Internet-advertising companies, non-profit software foundations, government contractors and subcontractors, and information-security consultancies, as well as their corporate officers (CEOs, CFOs, CTOs, CISOs), directors, investors, and co-founders. We have represented them in sales of corporate entities, sales and leases of intellectual property, contracting and subcontracting, spin-offs, and other corporate transactions.

We routinely develop strategies to guide negotiations in advance and then provide legal advice during contract negotiations and drafting. When presented with contracts, memoranda of understanding, and term sheets by sometimes more-powerful companies, we negotiate on behalf of clients to turn the tables and put our clients in positions of maximum leverage, to protect their interests and to increase their economic advantage.

Choice of business entity

Operating agreements and dissolution plans

Executive employment agreements and compensation plans

Master services agreements and joint ventures

Negotiations with business partners, joint venturers, vendors, and high-value employees

Contract drafting

Intellectual-property protection

Start-up and small-business funding strategy

Non-profit software foundations

The health-care industry is dynamic and highly regulated. In health-care matters we advise a diverse cross-section of health-care providers, practice-management companies, device manufacturers, private-equity firms, and lenders. We counsel health-care entities, and those who work with them, on a broad range of health-care matters. These include compliance with fraud-and-abuse laws, Medicare payment rules, telemedicine, HIPAA and other privacy laws, and health-care data-breach response. We advise clients in health-care transactions, including acquisitions, joint ventures, contractual arrangements, and credit facilities.

We represent clients in matters that involve compliance with federal and state fraud-and-abuse laws, including the Anti-Kickback statute, the Stark law, and the False Claims Act. We structure and restructure health-care entities and joint ventures to comply with fraud-and-abuse laws. We also advise health-care providers in payment and claim disputes with commercial and government health plans.

We also have experience helping clients obtain advisory opinions from the Office of the Inspector General (OIG) of the Department of Health and Human Services (HHS).

Health-care laws and regulations are complicated and highly technical, filled with traps for the unwary. Penalties for violations are severe. We help clients navigate these laws to stay in compliance or become in compliance.

We represent health-care providers, and "business associates" that provide services to to them, in compliance with the privacy and security provisions of HIPAA—the Health Insurance Portability and Accountability Act.

We guide responses to data breaches and other improper disclosures of protected health information (PHI), advising clients on the necessity, nature, and scope of legally required notifications. We also assist clients with all other aspects of data breaches, from pre-breach assessments to post-breach investigations and litigation.

We represent clients in civil investigations of health-care entities and management companies in response to government investigations regarding allegations of violation of fraud-and-abuse statutes. We conduct internal investigations and guide clients in settlements with the Office of the Inspector General (OIG) of the Department of Health and Human Services (HHS), and we negotiate settlement agreements and corporate integrity agreements. We also represent health-care providers in payment disputes with Medicare and commercial payors regarding reimbursement disputes.

Our attorneys have represented clients in a wide range of corporate transactions. We have advised management companies, private equity firms, hospitals, and physicians in the formation, sale, and acquisition of management companies, physician practice-management companies, physician practices, physician joint ventures, ambulatory surgical centers, health imaging providers, radiation-therapy centers, and urgent-care centers. We have also advised physicians in the sale of their practices to hospitals and management companies, management companies and hospitals in the acquisition of physician practices, and bankers regarding credit facilities.

We advise clients in the development, implementation, and maintenance of health-care regulatory and HIPAA compliance plans, working with company executives to tailor compliance programs to fit each company's specific needs.

We conduct training in regulatory compliance matters for executives and employees, both to educate them regarding legal requirements and to ensure they understand their obligations under the company's compliance program—including how to recognize and combat fraud and abuse in company arrangements.

We also provide HIPAA compliance training to health-care providers and commercial entities that provide services to health-care providers, known as business associates.

We provide guidance to a wide variety of health-care entities, including health-care management companies, hospitals and health systems, physician and dental-practice-management companies, large physician practices, lithotripsy providers, diagnostic-imaging companies, ambulatory surgery centers, endoscopy centers, vision service providers, ambulance companies, pharmacy networks, institutional pharmacies, pharmaceutical companies, disease management companies, assisted living facilities, substance-abuse treatment providers, skilled-nursing facilities, medical-device manufacturers, and home-health agencies. We also advise private equity firms, banks, and other lenders.

Structuring of physician joint ventures to comply with the federal anti-kickback statute and the Stark law

Drafting of Operating Agreements for health-care entities and physician joint ventures

Creation and implementation of fraud-and-abuse compliance programs

Creation and implementation of HIPAA compliance programs

Advising purchasers, investors, and lenders on target companies' compliance with health-care laws

Drafting and negotiating contracts for the provision of health-care services

Drafting appeals to Medicare and commercial payors regarding retroactive claims denial

Drafting and negotiation of purchase agreements

Reviewing and drafting of health-care representations, warranties, and covenants in purchase agreements and credit agreements

Advising concerning compliance with fraud-and-abuse laws regarding contracting with physicians or health-care entities

Negotiating settlements and corporate-integrity agreements with the Office of the Inspector General of the Department of Health and Human Services (OIG)

Advising on compliance with corporate integrity agreements

Drafting reports to OIG required by a corporate integrity agreement

Conducting internal investigations

Advising clients in making voluntary disclosures to the OIG

Drafting and negotiating applications for procurement of advisory opinions from the OIG

Advising on data breaches regarding improper disclosure of PHI

Intrusions by hackers, malware infections, and ransomware have become all too common. We counsel executives and companies in pre- and post-breach incident response. We also represent companies in investigations and civil litigation that increasingly follow a breach.

A breach is an immediate problem with long-term consequences. If not handled early and comprehensively, litigation can continue for years; government investigations may persist longer. A proper response requires quick but strategic action. We provide legal and practical guidance to take that action.

Before a breach, we help clients minimize the risk of a breach and, if a breach does occur, assist them to respond quickly and effectively. We begin by evaluating a client's current environment, to determine its responsibilities to customers, patients, vendors, insurance carriers, and the government in the event of a breach. We also examine whether a client's current contracts with employees provide proper protection in the event that disgruntled personnel consider acting against company interests. And we analyze each client's rights and obligations under federal laws, including the Defend Trade Secrets Act, the Health Insurance Portability and Accountability Act (HIPAA), and the Electronic Communications Privacy Act (ECPA). Where applicable, we also analyze potential courses of action under state law.

We then work with security engineers to analyze existing security procedures and preparedness. For instance, clients may be called upon to decide whether the benefit of retaining logs that may be helpful to incident response is worth the risk in later litigation of being forced to disclose those logs in discovery. Clients may also need to determine how their security infrastructure will respond to a "litigation hold," where data retention for indeterminate time may be legally required. Together, we devise recommendations for changes to current systems and procedures. We also develop a comprehensive response plan.

During and after a breach, we advise clients in crisis. Our approach has two prongs: First, we provide legal assistance and oversight to digital forensics and incident responders (DFIR), to maintain the maximum legal protections for their results under the attorney-client privilege and the work-product doctrine, and to ensure that investigations not only uncover the scope and extent of the breach, but also provide evidence of how and why a breach occurred: Was it the client's negligence? Action or inaction of a rogue employee or vendor? Was it an unforeseeable "0day" (an undisclosed vulnerability)? Second, we immediately begin preparations for legal action—to defend the company, identify the party that may have legal liability, and, where necessary, make the proper disclosures.

The decision whether to disclose an incident or breach to the government depends on many factors. Under certain federal and state laws, disclosure to government officials or collateral victims may be required. In such circumstances, we can assist clients to determine whether disclosure is required. And where disclosure is a necessity, we can assist in determining when—and to what extent—information must be divulged.

Even where disclosure is not mandated, it still may be advisable—to benefit from the expertise of law enforcement or to stay ahead of a potential publicity disaster. This is especially so where a breach is likely to become public even without voluntary disclosure. Still, it is important to decide carefully what will be disclosed, to whom, and when. Disclosures must be carefully crafted and coordinated with the ongoing investigation. We help clients make these independent but related decisions strategically.

Post-breach law suits are increasingly common. Although these suits can often be dealt with at the motion-to-dismiss stage, doing so may require a proper investigation of the breach itself—including close coordination with digital forensics investigators. And as plaintiffs continue to seek new and creative avenues to survive early challenges to data-breach suits, we can craft innovative responses. Our creativity as attorneys is furthered by our deep understanding of the technology.

Where a breach may harm consumers, investigations and law suits may also be brought by state attorneys general. When such investigations are threatened or begin, we guide clients in responding to government inquiries and, where investigations progress, defend them in subsequent litigation.