Not-For-Profit Organizations

Areas of Focus

Client Focus

Foundations and Trusts
We represent a wide range of public charities, private foundations and charitable trusts. We make sure that their organizational form and structure meet all federal and state requirements for tax-exempt status. Our attorneys handle status applications to the Internal Revenue Service, secure letters of determination, and respond to audits and inquiries involving Section 501(c)(3) charitable organizations, 501(c)(4) social welfare organizations, 501(c)(6) trade associations and similar entities. Because Manatt has extensive experience and long-standing working relationships with IRS personnel, we are effective advocates for securing and maintaining our clients' tax-free designation. We also form charitable lead trusts and charitable remainder trusts to effectuate split interest gifts to various charitable organizations, finalizing all the details of tax status qualification and advising on the appropriate deductibility of contributions.

Foundations and trusts are organizations with their own unique operational challenges, and our non-profit team guides them through the complexities of:

• Governance issues such as avoiding self-dealing
• Management of for-profit subsidiaries in compliance with tax requirements
• Documentation of board proceedings and distribution decisions
• Preparing and filing state and federal tax and information returns
• Leases, loans, contracts and other business agreements

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Governmental Units
Manatt has one of the nation's preeminent lobbying and public policy practices, and our attorneys have used their extensive experience and connections in the federal executive and legislative branches to advance the interests of state and municipal governmental entities. We have secured millions of dollars in funding for a wide variety of local and regional concerns involving housing, transportation, water management and other issues. Our lawyers have handled litigation, secured regulatory relief through agency action or legislation, and offered general counsel services to a number of public sector entities and understand the needs and pressures confronting public organizations and elected officials.

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Healthcare Providers
Manatt lawyers regularly counsel tax-exempt healthcare systems, hospitals, and health plans, offering general advice to non-profit boards of directors, and representing them in litigation. We provide expert-witness services in the areas of fiduciary obligations of officers and directors of non-profit corporations, and give specific counsel on charitable trust law and officer, director and trustee liability. We are a leader in handling healthcare facility alliances and conversions from non-profit to for-profit status, particularly transactions involving the transfer of non-profit hospital assets (which are often subject to regulatory review). Our work with nonprofit hospitals and health systems also includes related issues like the tax treatment of divesting for-profit subsidiaries and divisions, and mergers or joint ventures with other nonprofit organizations. We prepare all regulatory filings and corporate governance documents, secure necessary government approvals, and advise on such special issues as the tax effect of these transactions on employee benefit plans.

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Entertainment-Related Charities
Because Manatt has one of the world's top entertainment law practices, our attorneys actively work with a number of charitable organizations that are rooted in the entertainment industry. We use our extensive connections within all segments of the entertainment business to help these organizations create entertainment content and secure partners within the entertainment community to support their charitable activities. Charitable entertainment productions involve a host of specialized issues such as contracts, promotions and taxation, and our combination of entertainment industry and nonprofit experience enables us to give clients focused and highly effective services.

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Public Broadcasters
We represent a number of public broadcast stations and their affiliated educational institutions, trade associations and cooperatives. Our lawyers advise them on matters before the Federal Communications Commission and Congress, including spectrum auctions for non-commercial applicants and underwriting considerations. We also guide public broadcasters making the transition to digital television and can help evaluate commercial proposals for the use of digital television to distribute data or to provide Internet access.

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Service Focus

Manatt clients range from large community foundations, to private family foundations of all sizes, to operating charities of all kinds, including schools, health care providers, educational institutions, research institutions, low income housing providers, museums and organizations working to improve conditions in the developing world.

Our attorneys routinely assist with a variety of matters unique to charitable organizations, as well as those faced by all businesses, including:

• Assisting charitable start-ups in analyzing their proposed charitable mission and activities in light of applicable law, helping to create the proper organizational structure, and preparing, submitting and negotiating (where necessary) the charity's federal exemption application under Internal Revenue Code Section 501(c)(3), as well as its applications to the Attorney General's Registry of Charitable Trusts and the California Franchise Tax Board;
• Working with boards with respect to fiduciary duty issues, including, for example, board responsibilities in defending against will contests or in considering intermediate sanctions and self-dealing transactions under federal and California law;
• Assisting in the preparation, adoption and maintenance of appropriate policies (e.g., gift acceptance, investment, whistleblower, conflict of interest, expense reimbursement);
• Counseling on unrelated business income issues of all types, including evaluation of joint ventures with for-profit and/or other non-profit organizations;
• Advising individuals, private foundations and public charities who wish either to make grants abroad, or to carry out charitable activities directly in foreign countries;
• Advising charities with respect to permissible lobbying activities, and the limits on electioneering under the Internal Revenue Code;
• Counseling on all aspects of planned charitable giving, including the management of donor advised fund programs and supporting organizations after the Pension Protection Act of 2006, and the analysis of gifts of complicated assets, including intellectual property, real property and closely held business interests;
• Structuring compensation and benefit planning for executives and employees, including with respect to both qualified and non-qualified deferred compensation plans and all issues relating to ERISA;
• Representing clients in the negotiation of contracts for property acquisitions, construction, financing and leasing;
• Representation in the negotiation and implementation of service and financial contracts (e.g., investment advisory service agreements, management agreements, interest rate swap agreements);
• Assisting charitable organizations with risk management issues to help protect the organizations from liability and unanticipated loss of revenues. Our attorneys conduct reviews of insurance coverage, including directors and officers, errors and omissions, general liability, premises liability, and automobile;
• Handling property tax exemption applications and appeals on behalf of charitable clients that own real property used in their mission;
• Working with private foundations in structuring program-related investments, including wholly-owned operating businesses;
• Advising private grant making foundations as well as private operating foundations with respect federal excise taxes, including, for example, self-dealing and excess business holdings issues.

Advertising and Promotion
Manatt's advertising law practice is one of the best in the country. We help nonprofit organizations negotiate and document vendor marketing agreements, endorsements, sponsorship and joint marketing arrangements, affinity credit card contracts and similar strategies for advertising and promotion. We make special efforts to ensure that our clients comply with the latest provisions of federal and state laws regulating telemarketing and email solicitation of charitable donations. We review advertising, games of chance, contests and Internet promotions for compliance with Federal Trade Commission and all applicable state regulations and laws.

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Bankruptcy
Manatt professionals are well versed in the issues surrounding the "zone of insolvency" and how they relate to and impact not-for-profit entities and their operations. We regularly advise and update nonprofits and their boards on the law relating to troubled assets, including those assets that the organization itself owns.

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Employee Benefits
Our lawyers are experts in the specialized and often restrictive tax laws that apply to the funding of benefit and qualified and non-qualified retirement programs  administered by local government units and non-profit organizations. We assist with the documentation and certification of 403(b) and similar tax-sheltered annuity plans for local governments, school districts and nonprofit employees, and pension plans for religious organizations. Our lawyers ensure that the matching contributions these plans provide and the annuity or mutual fund investments they require meet all legal standards as part of a complete compensation plan.

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Employment and Labor
Manatt employment and labor professionals partner with our not-for-profit clients to bring value to their operations, often working with or acting as their in-house human resources and legal departments. We assist with all phases of the employment relationship and emphasize problem prevention by reviewing and establishing policies and procedures (including training and auditing programs) to ensure that highly visible tax-exempt organizations comply with the law on discrimination, harassment and other sensitive employment issues. We guide nonprofits through the growing controversy over wage and hour issues and exempt versus non-exempt employee classifications, handle all aspects of labor relations, and excel in representing nonprofit clients before courts, administrative agencies, arbitrators and mediators.

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Financing
We know that many not-for-profits need to borrow capital on a tax-exempt basis to carry out their mission and business plan. Manatt has represented dozens of not-for-profit organizations that have financed billions of dollars of capital needs through tax-exempt financing. Our attorneys guide clients through this process using an in-depth understanding of the applicable tax laws and extensive familiarity with the governmental processes and capital market practices that apply to public financings. We also offer counsel on private financing, state and federal securities laws, joint ventures and other strategic relationships, and regulatory issues concerning access to capital.

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Intellectual Property and Technology
Many not-for-profit organizations own trademarks, logos, Internet domain names, trade names and copyrighted materials. Manatt professionals help them register and protect these intellectual assets and leverage them by negotiating and structuring intellectual property transactions and licensing arrangements.

We also help nonprofits with a host of legal issues relating to the Internet and e-commerce. Our lawyers have successfully litigated many claims involving database infringement, computer trespass, inevitable disclosure, linking, framing, metatagging, spoofing and spamming. Manatt handles domain name and cybersquatting disputes domestically and internationally, and regularly brings and defends complex copyright, trademark, database, patent and antitrust suits in courts around the nation. Among the technology-related business issues that we handle for nonprofits are license agreements and contracts for Internet service providers, content and equipment providers, security firms and others, as well as preparation of employee and network security policies and contracts.

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Litigation
With a national reputation for litigation preeminence, Manatt attorneys have represented not-for-profit corporations and charitable trusts in all their dispute resolution needs. Our not-for-profit litigation team includes the firm's most senior litigators, including former government charitable trust prosecutors with decades of high-level experience in the field. We defend not-for-profit corporations and charitable trusts against challenges to their decision-making under state charitable trust law and federal and state tax law, and have successfully resolved disputes over investment decisions, the use of charitable assets (including restricted funds), the application of the cy pres doctrine and the modification of trusts. Often these matters involve the fiduciary responsibilities of officers, directors and trustees of charitable organizations, and we vigorously defend them in professional liability disputes.

Manatt litigators also assist clients with controversies shaped by the unique restrictions of tax-exempt status. For example, we provide antitrust and trade regulation counseling to guide the merger and acquisition activities of nonprofits such as health systems and trade associations. We also offer comprehensive assistance in disputes with the IRS and state tax agencies over tax-exempt status and other tax liability matters. Finally, we regularly represent our charitable clients in will contests and other disputes regarding charitable bequests.

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Lobbying and Public Advocacy
Manatt is recognized as a premier firm in government relations and policy development, and we are skilled at dealing with all aspects of administrative and regulatory law and governmental actions affecting the non-profit sector. Our lawyers have represented not-for-profit clients in connection with legislative activities, governmental investigations, political campaigns, and public contract negotiations and disputes, among many other public law matters. Our team of former senior federal and state executive and legislative officials assists clients using their inside knowledge of administrative and regulatory processes at all public policy levels.

We also have substantial experience with campaign finance, conflict-of-interest and ethics issues that are special concerns for non-profit corporations and their directors. Our ability to integrate highly effective political and policy strategic advice with more traditional legal representation is well known, and we advance our clients' interests in the public sector while making certain that they comply with all aspects of the law.

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Organization and Governance
We typically form several not-for-profit corporations (and sometimes charitable trusts) on behalf of clients every month, guiding the process through its five primary stages:

• Choosing the organizational structure
• Constituting the organization's membership and/or board of directors
• Defining the organization's mission
• Deciding the best ways to carry out that mission
• Coordinating the procedures for federal and state government filings that require multiple approvals.

Manatt regularly handles the special organizational issues of corporate transactions involving multiple not-for-profits, such as mergers and asset acquisitions, the sale of substantially all of a nonprofit's assets, and (when applicable) dissolution proceedings. Our lawyers also are extremely knowledgeable about the governance implications of the tax law as it relates to the compensation of nonprofit executives, and transacting business with for-profit entities. In addition, we regularly represent our clients in front of the IRS, the California Franchise Tax Board, and the California Attorney General. Finally, we use our broad corporate experience to help nonprofits apply to their operations the governance principles of the Sarbanes-Oxley Act and similar statutes aimed at for-profit organizations, as well as the governance requirements of the California Nonprofit Integrity Act.

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Real Estate
We offer comprehensive advice to tax-exempt educational, housing, community center, and healthcare organizations with their often-complex real estate ownership, development and transactional issues. Our real estate attorneys handle all aspects of real estate purchase and sale agreements (including due diligence review of property conditions), public and private financing, leasing, syndication and other transactional arrangements. We are particularly adept at navigating political systems and advising clients about complex laws regulating government approvals, property development, eminent domain, and environmental concerns. In addition, Manatt tax professionals help our not-for-profit clients identify and obtain property, transfer, and other available tax exemptions in connection with the purchase, ownership and sale of real property.

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Tax-Exempt Bond Transactions
Manatt has extensive experience representing charitable organizations as borrowers in tax-exempt bond transactions. As borrowers' counsel, Manatt performs the necessary due diligence to issue an opinion letter affirming the borrower's charitable status as of date of closing. Further, we negotiate the financial terms of the transaction with bond counsel, the bond issuer, the underwriter, and, if applicable, the credit enhancing bank.

We have represented charitable borrowers in the following representative tax exempt bond transactions:

• A $43 million bond issuance for the construction of a Jewish Campus, which includes a community center and a Jewish Day School;
• An $8.3 million bond issuance to finance improvements to a secondary school's facilities;
• A $400 million multi-party tax-exempt bond issuance to build a continuing care retirement community as well as other facilities;
• A $47 million tax-exempt bond issuance for the construction of a museum;
• A $35 million tax-exempt bond issuance for the modernization of a nursing home and related facilities; and
• A $25 million tax-exempt bond issuance for the construction of a science museum.

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Tax-Exempt Certification
Manatt is highly skilled at the federal income tax laws that govern the granting of tax-exempt status to 501(c)(3) organizations formed to carry out charitable mission (including educational), as well as 501(c)(4) social welfare organizations, 501(c)(6) trade associations and similar entities. We regularly counsel clients on the design and content of their Form 1023 applications for exemption, and it is rare that we do not have at least one application for tax exemption pending before the IRS national office due to the novel nature of the issues involved. Because Manatt has extensive experience and good working relationships with IRS personnel, we are powerful advocates for securing and maintaining our clients' tax-free designation.

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Taxation
Manatt attorneys effectively resolve tax issues that concern not-for-profit organizations, beginning with the creation of their entity structure and continuing throughout their organizational lifespan. We offer comprehensive tax and business counsel in every aspect of a nonprofit's activities:

• Organization and entity structure
• Federal and state tax-exemption determinations
• Operational and fundraising advice
• Private letter rulings on special tax issues
• Representation and advocacy before tax agencies concerning compliance
• Design and implementation of plans for mergers, reorganizations and liquidations

Our nonprofit team works closely with Manatt's other professionals to provide services beyond those found at most other law firms. Areas of special focus involving taxation include tax and related aspects of legislative and political activities of not-for-profit entities, specific legislative projects, and the interface between tax law and not-for-profit corporation law.

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Trusts & Estate Planning and Planned Charitable Giving
Manatt has one of the largest and most experienced group of trust and estates attorneys of any major law firm in California. Representing both charitable organizations and high net worth donors, our trusts and estates attorneys understand the representation of exempt organizations from both sides of the philanthropy table. We regularly counsel our individual clients with regard to their philanthropic goals, assisting them with establishing irrevocable charitable trusts, supporting organizations, donor advised funds and private foundations. In addition, our attorneys routinely work with charitable organizations to help structure complicated charitable gifts in a way that benefits both the donor and the organization.

We regularly work with charitable organizations in their role as beneficiaries of probate and trust administrations. We routinely advise our charitable clients on the management of problem bequests and we regularly represent their interests in will contests. In such matters, we are cognizant of the need for our clients to balance sensitivity to family and public relations issues while acting in a manner consistent with their fiduciary duty to defend charitable assets.

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