Matthew Schoonover is the managing member of Schoonover & Moriarty. A small business owner himself, Matt works to understand his clients’ business objectives so that he can provide timely, efficient, and practical legal advice.
Live Video-Broadcast: October 2, 2026
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The Size Standard Is Moving — and Your Client's Teaming Agreement May Not Survive It
The SBA's August 2026 proposed rule overhauls small business size standards through NAICS consolidation and revenue-to-employee measure conversions, layered on top of the January 2025 negative control revision, the MAC recertification rule, and the Decision Point size-determination timing decision. Affiliation analysis under 13 C.F.R. § 121.103 no longer runs on last year's assumptions.
The stakes are structural. Certify under the wrong measure, and a size protest follows. Leave a pre-2025 veto right in an operating agreement, and negative control surfaces. Let a subcontractor carry the primary and vital work, and the ostensible subcontractor rule under § 121.103(h)(3) turns the team into one large affiliate. Draft a JV agreement without demonstrable managing venturer control under § 125.8(b), and neither SBA OHA nor the COFC will rescue it.
This two-session program converts the rules and the 2025 OHA decisions into practitioner work product. Attendees leave with a concrete checklist for auditing client representations, operating agreements, and M&A structures against both current and proposed standards and drafting guidance for teaming and JV agreements that affirmatively demonstrate managing venturer control and withstand SBA OHA and COFC scrutiny.
Key topics to be discussed:
This course is co-sponsored with myLawCLE.
Date / Time: October 2, 2026
Closed-captioning available
Matthew Schoonover, Managing Member | Schoonover & Moriarty, LLC
Matthew Schoonover is the managing member of Schoonover & Moriarty. A small business owner himself, Matt works to understand his clients’ business objectives so that he can provide timely, efficient, and practical legal advice.
Matt earned his J.D. from The University of Kansas School of Law and his B.G.S. from The University of Kansas.
Matt is an experienced speaker, having travelled to the country (and cyberspace) to present topics critical to small businesses. He has also testified before Congress on small business matters. Along with his colleagues, Matt also writes about small business federal contracting issues on GovConBrief.com.
Matt serves on the board of the National HUBZone Council, where he advocates on behalf of HUBZone companies. He has presented on avoiding affiliation, mentor-protégé and joint venture programs, NAICS codes, past performance, debriefings and bid protests, and changes and disputes under federal contracts for the Association of Procurement Technical Assistance Centers, the National HUBZone Council, the Society of American Military Engineers, the National Contract Management Association, Govology, Iowa State University CIRAS, the U.S. Department of Commerce Minority Business Development Agency, and state PTACs. He also serves on the City Council for Olathe, Kansas.
Matt works with clients in all aspects of their work with the federal government. He counsels on contract and regulatory compliance issues and eligibility for SBA’s small business contracting programs. He also helps clients with SBA’s mentor/protégé and joint venture programs and helps prepare teaming agreements and subcontracts that meet various federal requirements. He is also experienced in representing clients in litigation-related matters, like bid protests at the Government Accountability Office or Court of Federal Claims. Matt also represents contractors through SBA’s size and socioeconomic eligibility protests and appeals, as well as in performance disputes with federal agencies. Before founding Schoonover & Moriarty, Matt worked as a commercial litigator in Phoenix, Arizona, and Kansas City, Missouri. He was then the managing partner at Koprince Law LLC, where he also represented government contractors.
SESSION 1 – Advising Federal Contractors on Affiliation Under the Proposed 2026 Size Standards | 2:30pm – 3:30pm
This session examines the SBA’s August 2026 proposed rule overhauling small business size standards and its immediate, practical consequences for affiliation analysis under 13 C.F.R. § 121.103. Attorneys will work through how NAICS consolidation, revenue-to-employee measure conversions, the January 2025 negative control revision, the MAC recertification rule, and the Decision Point size-determination timing decision each alter the affiliation calculus for current and newly eligible federal contractors. Attendees will leave with a concrete checklist for auditing client representations, operating agreements, and M&A structures against both current and proposed standards before any final rule takes effect.
BREAK | 3:30pm – 3:40pm
SESSION 2 – Structuring Teaming Agreements and Joint Ventures Against Ostensible Subcontractor and Pass-Through Risk | 3:40pm – 4:40pm
This session examines the legal framework and 2025 case law governing ostensible subcontractor findings, limitations on subcontracting compliance, and joint venture agreement structuring for small federal contractors. Attorneys will learn how to draft teaming agreements and JV agreements that affirmatively demonstrate managing venturer control, satisfy 13 C.F.R. §§ 121.103(h)(3) and 125.8(b), and withstand SBA OHA and COFC scrutiny. Attendees leave with a practical compliance checklist drawn from the most consequential OHA decisions of 2025.
Approved for CLE Credits
2 General
Pending CLE Approval
2 General
Approved for CLE Credits
2 General
Approved for CLE Credits
2 General
Approved for CLE Credits
2 General
Pending CLE Approval
2 General
Approved for CLE Credits
2 General
No MCLE Required
2 CLE Hour(s)
Pending CLE Approval
2 General
Approved via Attorney Submission
2 General Hours
Pending CLE Approval
2 General
Approved for CLE Credits
2 General
Pending CLE Approval
2 General
Pending CLE Approval
2 General
Pending CLE Approval
2 General
Pending CLE Approval
2 General
Pending CLE Approval
2 Substantive
Pending CLE Approval
2 General
Pending CLE Approval
2 General
No MCLE Required
2 CLE Hour(s)
No MCLE Required
2 CLE Hour(s)
Pending CLE Approval
2 General
No MCLE Required
2 CLE Hour(s)
Pending CLE Approval
2 General
Approved for CLE Credits
2.4 General
Pending CLE Approval
2 General
Pending CLE Approval
2 General
Pending CLE Approval
2 General
Approved for CLE Credits
2 General
Pending CLE Approval
2 General
Approved for CLE Credits
120 General minutes
Approved for CLE Credits
2 General
Approved for CLE Credits
2 General
Pending CLE Approval
2 General
Approved for CLE Credits
2 General
Pending CLE Approval
2 General
Pending CLE Approval
2.5 General
Pending CLE Approval
2 General
Approved for CLE Credits
2 General
Pending CLE Approval
2.5 General
Pending CLE Approval
2 General
No MCLE Required
2 CLE Hour(s)
Pending CLE Approval
2 General
Approved for CLE Credits
2 General
Pending CLE Approval
2 General
Not Eligible
2 General Hours
Approved for CLE Credits
2 General
Approved via Attorney Submission
2 Law & Legal Hours
Pending CLE Approval
2 General
Pending CLE Approval
2.4 General
Pending CLE Approval
2 General