Affiliation and Teaming for Small Federal Contractors After the 2026 Size-Standards Overhaul

Matthew Schoonover
Matthew Schoonover | 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.

Live Video-Broadcast: October 2, 2026

2 hour CLE

Tuition: $195.00
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Program Summary

 

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:

  • The 2026 Proposed Rule
    What the SBA's August 2026 proposed size-standards rule changes and what it leaves intact, including NAICS consolidation and revenue-to-employee measure conversions, and how to advise clients before any final rule takes effect.
  • Affiliation Pressure Points
    How the structural overhaul reshapes the affiliation calculus under 13 C.F.R. § 121.103 for current and newly eligible contractors, and how to audit client representations, operating agreements, and M&A structures against both current and proposed standards.
  • Negative Control and Recertification
    How the January 2025 negative control revision, the MAC recertification rule, and the Decision Point size-determination timing decision alter which veto rights, acquisitions, and offer dates create affiliation exposure.
  • Ostensible Subcontractor Rule
    How the framework under 13 C.F.R. § 121.103(h)(3) and the 2025 OHA precedents determine when a subcontractor’s role turns a teaming arrangement into affiliation.
  • Limitations on Subcontracting
    How limitations-on-subcontracting compliance functions as an affirmative defense against ostensible subcontractor findings, and how to build that showing into the teaming agreement and proposal.
  • Joint Venture and Teaming Drafting
    How to structure JV agreements that affirmatively demonstrate managing venturer control under 13 C.F.R. § 125.8(b), navigate the mentor-protégé JV restrictions, and draft teaming agreements that withstand SBA OHA and COFC scrutiny.

This course is co-sponsored with myLawCLE.

Date / Time: October 2, 2026

  • 2:30 pm – 4:40 pm Eastern
  • 1:30 pm – 3:40 pm Central
  • 12:30 pm – 2:40 pm Mountain
  • 11:30 am – 1:40 pm Pacific

Closed-captioning available

Speakers

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.

  • Education & Credentials

Matt earned his J.D. from The University of Kansas School of Law and his B.G.S. from The University of Kansas.

  • Recognition & Leadership

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.

  • Professional Involvement

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.

  • Experience

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.

Agenda

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.

Credits

Alaska

Approved for CLE Credits
2 General

Our programs are CLE-eligible through Alaska’s recognition of multi-jurisdictional reciprocity.
Alabama

Pending CLE Approval
2 General

Arkansas

Approved for CLE Credits
2 General

Arizona

Approved for CLE Credits
2 General

California

Approved for CLE Credits
2 General

Colorado

Pending CLE Approval
2 General

Connecticut

Approved for CLE Credits
2 General

District of Columbia

No MCLE Required
2 CLE Hour(s)

Delaware

Pending CLE Approval
2 General

Florida

Approved via Attorney Submission
2 General Hours

Receive CLE credit in Florida via attorney submission.
Georgia

Pending CLE Approval
2 General

Hawaii

Approved for CLE Credits
2 General

Iowa

Pending CLE Approval
2 General

Idaho

Pending CLE Approval
2 General

Illinois

Pending CLE Approval
2 General

Indiana

Pending CLE Approval
2 General

Kansas

Pending CLE Approval
2 Substantive

Kentucky

Pending CLE Approval
2 General

Louisiana

Pending CLE Approval
2 General

Massachusetts

No MCLE Required
2 CLE Hour(s)

Maryland

No MCLE Required
2 CLE Hour(s)

Maine

Pending CLE Approval
2 General

Michigan

No MCLE Required
2 CLE Hour(s)

Minnesota

Pending CLE Approval
2 General

Missouri

Approved for CLE Credits
2.4 General

Mississippi

Pending CLE Approval
2 General

Montana

Pending CLE Approval
2 General

North Carolina

Pending CLE Approval
2 General

North Dakota

Approved for CLE Credits
2 General

Our programs are CLE-eligible through North Dakota’s recognition of multi-jurisdictional reciprocity. Section 1, Policy 1.14
Nebraska

Pending CLE Approval
2 General

myLawCLE reports attendance to Nebraska on each attorney’s behalf for all programs. Please do not self-report.
New Hampshire

Approved for CLE Credits
120 General minutes

As of July 1, 2014, the NHMCLE Board no longer provides pre- or post-approval of courses. Attendees must self-determine whether a program is eligible for credit, and self-report their attendance online at www.nhbar.org, based on qualification provisions of Rule 53.
New Jersey

Approved for CLE Credits
2 General

Our programs are CLE-eligible through New Jersey’s recognition of multi-jurisdictional reciprocity, except for the courses required under BCLE Reg. 201:2
New Mexico

Approved for CLE Credits
2 General

Nevada

Pending CLE Approval
2 General

New York

Approved for CLE Credits
2 General

Our programs are CLE-eligible through New York’s Approved Jurisdiction Group “B”.
Ohio

Pending CLE Approval
2 General

Oklahoma

Pending CLE Approval
2.5 General

Oregon

Pending CLE Approval
2 General

Pennsylvania

Approved for CLE Credits
2 General

Rhode Island

Pending CLE Approval
2.5 General

South Carolina

Pending CLE Approval
2 General

South Dakota

No MCLE Required
2 CLE Hour(s)

Tennessee

Pending CLE Approval
2 General

Texas

Approved for CLE Credits
2 General

Utah

Pending CLE Approval
2 General

Virginia

Not Eligible
2 General Hours

Vermont

Approved for CLE Credits
2 General

Washington

Approved via Attorney Submission
2 Law & Legal Hours

Receive CLE credit in Washington via attorney submission.
Wisconsin

Pending CLE Approval
2 General

West Virginia

Pending CLE Approval
2.4 General

Wyoming

Pending CLE Approval
2 General

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