Industry services

Nonprofit

Expertise
As a nonprofit, your time and resources are devoted to the pursuit of your mission and objectives. Finding insightful outside consultation 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 firm commitment to nonprofits is reflected in more than just the services we provide. Many of our attorneys serve as officers and trustees 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:
  • 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 to identify issues that may be unique to an organization with tax-exempt status.
  • IRS compliance, including formation – Our services include the formation of 501(c)(3) and other types of exempt organizations, and obtaining formal recognition of tax-exempt status from the IRS. We have assisted many organizations in applying for and receiving exempt status, including groups that would not be considered traditional charitable organizations. 
  • Corporate issues and governance – We have helped clients understand and implement practices designed to avoid intermediate sanctions and loss of exemption, avoid perceptions of conflicts of interest and self-dealing, and address the impact of the Sarbanes-Oxley Act of 2002 on the best practices to be adopted with respect to governance. 
  • Mergers, acquisitions, and affiliations – We have helped 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 that can 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 the governance and economic goals of all involved in a way that will minimize any risk to your organization. 
  • Intellectual property – Our intellectual property attorneys have successfully represented nationally known educational and healthcare organizations in numerous fields, including biomedical engineering, biotech, chemical, polymer, and materials. 
  • Pension and benefits – We have extensive experience working with nonprofit organizations on the establishment of workable compensation and benefits plans that can reward nonprofit executives for their dedicated service to their organizations. 
  • 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 have advised clients on implementing policies and designing transactions to ensure compliance with these rules.

Attorneys

Attorneys

Roger L. Shumaker profile image

Roger L. Shumaker

Brian J. Jereb profile image

Brian J. Jereb

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.
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