At Kilpatrick Townsend, we understand that many nonprofits lack access to appropriate resources for improving the management and governance of their organization, the competition for donors and capital, the struggle to provide adequate training and resources to staff and volunteers, and that these issues must be reconciled on a budget that meets the requirements of the IRS. We are committed to serving the needs of our nonprofit clients and have developed a team of attorneys that represent hundreds of nonprofit organizations of various sizes. We provide the following services to our nonprofit and private foundation clients:

Exempt Organizations

  • Formation and structure
  • Application for recognition of tax-exempt status, including handling contested cases in the IRS National Office
  • Changes in tax-exempt status classification
  • Governance Issues
  • Policies and Procedures
  • Legislative, Agency, and Executive Branch Advocacy
  • IRS Audits
  • Private letter rulings
  • Private inurement issues
  • Joint ventures and transactions with non-exempt persons and organizations

Private Foundations

  • Formation of many family-controlled private foundations
  • Qualification of large family-controlled foundation as private operating foundation
  • Counseling regarding structuring transactions with "disqualified persons"
  • Counseling regarding compliance with required minimum distributions provisions
  • Counseling regarding compliance with regulatory requirements, including excess business holding, jeopardy investments, and taxable expenditure provisions
  • Planning for excise tax on net investment income

Trade and Professional Associations

Executives and volunteer leaders who direct dynamic and growing associations face a unique set of challenges. To meet these challenges, Kilpatrick Townsend offers our trade and professional association clients a comprehensive portfolio of legal services to satisfy our clients' operational needs and to support their substantive mission. Our services in this area reflect the special knowledge necessary to represent the unique interests that are common to the trade and professional association sector. We serve as both general and special counsel to a variety of local, regional and national trade and professional groups on matters that include the following:
  • Legal matters that arise as a result of routine operations.

We provide counsel on all aspects of an association's day-to-day operations. We focus our practice on key areas of concern to trade and professional associations, which include legal matters relating to meetings and conventions, the development of certification programs, membership practices, publication activities, licensing, subsidiary activities, office leasing, commercial contracts, mergers and acquisitions and joint ventures. We assist our association clients by providing the following services:

  • Creating and guiding voluntary standard-setting, certification and accreditation programs designed to enhance the quality of, and increase the level of public information about, the products and services of the association's membership, as well as to provide additional product liability protection.
  • Formulating and structuring member service programs such as voluntary and mandatory continuing education programs, affinity credit card programs and group purchasing programs.
  • Defining standards and criteria for membership and advising on the procedural and substantive legal obligations of a voluntary association to its members and applicants.
  • Rendering advice on editorial and advertising policies designed to allocate limited resources and minimize exposure to lawsuits from what is and what is not published.
  • Providing comprehensive assistance with site location, acquisition, financing and development utilizing the firm's knowledge in real estate and finance matters.
  • Structuring joint venture and sale-lease-back arrangements.
  • Counseling on all aspects of landlord-tenant relationships and assisting in complex renovation project financing and implementation.
  • Counseling on all commercial aspects of association management, including financing, acquisition and sale of products and services, convention management, insurance, and general commercial vendor contracting.

Corporate structure and corporate governance

Our association clients seek advice from our corporate attorneys on matters relating to corporate structure and corporate governance. We advise our clients on the opportunities available to establish their corporate structure in the form that best suits their operating needs and mission. We assist clients in the area of corporate structure and corporate governance by providing the following services:
 
  • Creating and revising organizational structures (boards and committees, operating divisions, foundations, other affiliated entities), and organizational documents (charters, by-laws, policy manuals and other governance mechanisms) to fully achieve the association's objectives. Defining the association's relationships with state and regional organizations and with allied industries and professions.
  • Working closely with management and the board of directors on the implementation of "best practices" for the association's operations, including the development of internal policies that heighten awareness of their fiduciary obligations to the group's members.
  • Drafting ethics codes, structuring ethics committees and managing ethics education and enforcement to ensure a standard of conduct that is consistent with the responsibilities with which the association has been entrusted by its membership and the public.

Tax matters

We are well-versed in the unique federal and state tax laws that apply to trade and professional associations. We routinely assist our association clients with respect to the following:

  • Structuring the association and affiliated entities to maintain exemptions and minimize tax liability, including unrelated business income tax (UBIT).
  • Working with our clients to ensure initial and ongoing compliance.
  • Representing associations in audits and controversies with the Internal Revenue Service and state and local tax authorities.

Intellectual property rights

We work closely with our trade and professional association clients to ensure that their corporate identity and innovations are protected in the marketplace. We regularly provide the following intellectual property services to our association clients:

  • Assisting in securing protection for logos, certification marks, trademarks, patents, copyrights and other intellectual property.
  • Ensuring appropriate protection of intellectual property rights is obtained world-wide and defending those rights when challenged.
  • Representing clients in the development of intellectual property licenses that facilitate dissemination of their work product.

Antitrust and competition law

We advise associations on the implications of their activities under federal and state antitrust and competition laws. We work with our clients to develop programs that maximize operating flexibility while limiting exposure to adverse legal consequences. Services provided to our association clients include:
  • Developing antitrust guidelines and education programs, and counseling association executives, volunteer leadership and members to avoid antitrust risks associated with association activities.
  • Defending associations and their members in antitrust investigations and litigation instituted by the Federal Trade Commission, the Department of Justice, State attorneys general and private parties.

Employment matters

We provide our association clients with access to an experienced team of employment lawyers who are well equipped to provide guidance on all employment law matters and to represent clients in employment-related disputes. We regularly assist our clients with the following services:

  • Assisting with the implementation of programs designed to ensure compliance with the myriad of federal and state laws that govern the employment relationship.
  • Drafting and reviewing employment manuals and auditing personnel practices, including recruitment and hiring policies and performance evaluations.
  • Representing clients in discrimination and wrongful discharge claims and comprehensive counseling to formulate policies to avoid such litigation.
  • Designing and restructuring employee benefit and retirement plans, and advising on executive compensation programs.
  • Advising on implementation and operation of a variety of programs, including tax-qualified retirement plans, health and welfare plans and nonqualified supplemental arrangements.

Dispute resolution

We represent clients in a wide variety of disputes in the courts and in alternative dispute resolution forums. We provide our trade and professional association clients with the following services:
  • Providing a full range of litigation and alternative dispute resolution services, including innovative approaches to sophisticated commercial cases.
  • Analyzing the risks and benefits of litigation strategies and counseling associations on ways to minimize the risks of litigation involvement.
  • Representing clients in agency and administrative proceedings.

Government relations

We have substantial experience in the process of influencing the outcome of legislation and regulations that affect association members. We assist our clients by providing the following services:
  • Monitoring Agency, Executive and Legislative developments of concern to the association and its members.
  • Developing and implementing legislative and regulatory initiatives to advance the interests of the association and its membership.
  • Influencing the outcome of legislation and regulations that affect association members.

Non-profit & Trade Associations

Experience Highlights

Trademark counsel for the American Cancer Society
Represents the American Cancer Society in trademark matters and in opposition and cancellation proceedings before the Trademark Trial and Appeal more
Environmental services for largest trade organization in the home furnishings industry
Serves as national environmental counsel to world's largest and most influential trade organization serving the home furnishings industry, where we more
Benefits counseling services for a non-profit health organization
Assisted a nationwide community-based health organization with the review and updating of their broad-based qualified plans and executive benefit more
Syndicated construction and permanent urban redevelopment loans for a real estate lender to non-profits
Represented a real estate lender in a significant urban revitalization project involving syndicated construction and permanent financing. more