Industry services

Nonprofit

Overview

As a nonprofit, you devote your time and resources to the pursuit of your mission and objectives. Finding insightful outside counsel at a reasonable cost can be a challenge. We understand the economic realities you face – and can offer cost-effective, practical solutions to your legal needs. Our commitment to nonprofits is reflected in more than just the services we provide. Many of our attorneys serve as officers and directors or chair boards at nonprofit organizations, giving them first-hand experience with the issues you face. We work with a wide range of nonprofit organizations, from some of the largest charitable organizations in the country to professional associations and advocacy groups. We offer a wide range of services to nonprofits, including:

  • Formation & tax-exempt status – Our clients benefit from our experience in forming and obtaining tax exempt status for public charities, private foundations, and other tax-exempt organizations. We explore the alternatives available to our clients and work with them to implement structures to achieve their goals.
  • Compliance – We counsel our clients, which include public charities and private foundations, concerning ongoing compliance with the IRS and state authorities. We also counsel and provide advocacy for our clients in ongoing tax matters, including sales tax and real property taxes.
  • Corporate issues and governance – We help clients implement practices designed to avoid intermediate sanctions, loss of tax exemption, perceptions of conflicts of interest, self-dealing, and excess benefit transactions. We also address the impact of the Sarbanes-Oxley Act of 2002 on the best practices to be adopted with respect to governance. 
  • Negotiation of commercial agreements – Expertise in this area enables us to complete a thorough review of your agreement from a business standpoint, negotiate on your behalf and identify issues that may be unique to an organization with tax-exempt status.
  • Mergers, acquisitions, and affiliations – We help many nonprofits evaluate, negotiate and implement mergers or affiliations with other nonprofits that have similar missions. We understand the dynamics involved in merging two organizations with ties to the community, dedicated board members and staff, and reliable funding sources. 
  • Joint ventures – Teaming up with for-profit investors or organizations may permit you to provide products or services in a way you couldn’t accomplish on your own. We are familiar with the IRS rules and other guidance on structuring these types of relationships. We seek to create a structure that will meet your governance and economic goals and minimize risk to your organization. 
  • Intellectual propertyOur attorneys are skilled at advising our clients about their intellectual property assets, including how to protect their technologies, brands, and publications through patents, trademarks and copyrights, among other types of strategies. In addition to dealings with the U.S. Patent and Trademark Office, the U.S. Copyright Office and foreign intellectual property offices, we are also experienced at representing nonprofit clients and defending their intellectual property rights in litigation matters
  • Pension and benefits – We work extensively with nonprofit organizations to establish retirement programs for their employees, including workable compensation and benefits plans to reward nonprofit executives for their dedicated service. We also assist nonprofit organizations in grappling with compliance issues associated with the retirement plans that they establish.
  • Endowment management – Many organizations face issues with respect to the use of endowment funds, especially when these funds have lost substantial value. Our attorneys are very knowledgeable about the requirements of the Uniform Prudent Management of Institutional Funds Act, and advise clients on implementing policies and designing transactions to ensure compliance with the Uniform Prudent Management of Institutional Funds Act.
  • Estate planning – We assist and counsel clients in integrating lifetime and deathtime and charitable gift planning into their estate plans to achieve their tax and non-tax goals. The use of specialized trusts, including Charitable Reminder Trust and Charitable Lead Trusts combined with gifts of appreciated assets, life insurance policies and pledge agreements will maximize the impact of gifts to the recipient charities while preserving overall wealth transfer objectives. We also assist charities in designing gifts that accomplish the objectives of their donors.
  • Governmental – While have established dozens of charitable nonprofit organizations, there are other types of non-profits that are recognized by the IRS. One type in particular is the 501(c)(4) organization, which is established when a non-profit seeks to do political or legislative advocacy at a state or federal level. Clients may choose to establish both a tax-exempt organization under Section 501(c)(3) and under 501(c)(4), and may also decide to form a political action committee. We are able to establish and assist clients in maintaining these entities and have broad experience in advising clients concerning the proper roles for each entity. 
  • Employment law issues – McDonald Hopkins has assisted its clients in developing a human resources framework that is fair, consistent and compliant. In addition, we assist in drafting policies that are culturally consistent and reflective of an organization’s mission. In addition to providing companies with such a framework, we help ensure compliance through employee and management training, as well as counseling. Should the need arise, we will vigorously defend your position in the courtroom or in front of governmental agencies.
  • Business restructuring – Our business restructuring team has extensive experience in advising non-profits facing financial pressures. We have assisted our non-profit clients in pre-workout planning, debt restructuring, going concern sales, and reorganizations, including prepackaged reorganizations, and out-of-court reorganizations.
  • Litigation – Many non-profit organizations operate in an environment that presents risks that result in litigation, including contractual issues and personal injury. Our experienced litigation lawyers advocate for our non-profit clients and provide advice to manage and minimize risks.

Representative Matters

  • Worked with technology transfer division of a nationally known nonprofit healthcare system to structure investment in for-profit subsidiary formed for purpose of commercializing intellectual property 
  • Prepared policies and advised board with respect to compliance with Uniform Prudent Management of Institutional Funds Act for significant educational and healthcare providers. 
  • Analyzed nonprofit hospital system's joint venture with for profit organization relating to permitted governance and profit sharing structure. 
  • Analyzed and advised board of hospital system on issues relating to characterization of income stream as unrelated business taxable income. 
  • Analyzed, prepared and submitted private letter ruling request on behalf of significant religious denomination. 
  • Served as counsel for significant social service agency in its non-merger affiliation with similar social service agency. 
  • Represented 2,000 member fraternal organization in merger with larger national fraternal organization. 
  • Reversed revocation of tax-exempt status for fraternal organization in part by formation of for-profit subsidiary. 
  • Serve as benefit counsel for a multi-location hospital system with respect to its executive compensation, retirement and health and welfare programs. 
  • Serve as benefit counsel to a major cultural and theatrical organization with respect to its retirement and health programs. 
  • Represented and consulted with a hospital system to direct and oversee the termination of its overfunded pension fund and arranged for a multimillion dollar reversion, which was transferred to its foundation. 
  • Represented numerous nonprofit healthcare institutions in negotiating collective bargaining agreements. 
  • Represented nonprofit hospitals in negotiations with various doctor groups and doctors in medical practice issues, non-compete matters, and credentialing disputes. 
  • Analyzed and addressed real estate tax exemption matters related to numerous nonprofit entities, including lobbying for changes to Ohio laws to clarify property tax exemptions for certain nonprofits.
Attorneys

Attorneys

Mazen Asbahi
David M. Kall
Roger L. Shumaker
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