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Tax-Exempt Organizations: Avoiding Legal Traps and Navigating Corporate Sponsorships

(560 reviews)

Produced on March 25, 2019

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Course Information

Time 1h 3m
Difficulty Intermediate

Course Description

The laws governing nonprofit organizations contain a host of anomalies and traps that may wreak havoc with unwary, poorly advised, or simply unlucky organizations. This course will provide an overview of potential pitfalls, and offer tips for minimizing legal risk in three areas.

In the first half of this course, Pamela A. Mann, partner and chair of the Tax-Exempt Organizations (TEO) Group at Carter Ledyard & Milburn LLP, will focus on governance issues that occur when organizations face internal power struggles exposing fault lines and ambiguities in an organization’s bylaws, procedural decisions, and corporate relationships. She will also discuss common misconceptions and dangers that arise when organizations must cope with threatened or actual investigations by state attorneys general and how best to navigate some of the tricky situations such investigations present.

In the second half of the program, Ahsaki E. Benion, counsel in Carter Ledyard’s TEO Group, will focus on the legal pitfalls that arise when nonprofits enter into relationships with for-profit corporate sponsors. Corporate sponsorship offers benefits for both the tax-exempt organization and the corporate sponsor—including brand awareness, increased public support, and customer loyalty. Unfortunately, organizations and sponsors alike often fail to realize that sponsorship payments may be deemed taxable as unrelated business income unless specifically excludable. In addition, certain sponsorship relationships—commonly known as cause-related marketing—may trigger legal obligations for both parties under state commercial co-venture laws.

Learning Objectives:

  1. Examine how certain governance issues can leave corporate actions open to challenge in the event of internal power struggles
  2. Explain how state Attorneys General use their broad authority to investigate and prosecute nonprofit organizations, and identify practices that may invite unwanted scrutiny
  3. Identify the issues nonprofits and for-profits that engage in corporate sponsorship relationships must consider in order to minimize legal risk

Credit Information

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Pamela Mann

Carter Ledyard & Milburn LLP

Pamela A. Mann is a partner in the firm of Carter Ledyard & Milburn LLP and the Chair of its Tax-Exempt Organizations practice group. Her practice is concentrated in the representation of tax-exempt organization, and she is counsel to numerous public charities and private foundations and advises its clients in a wide range of governance, regulatory, tax, and general corporate matters. From 1985 to 1995, Ms. Mann was Chief of the Charities Bureau in the New York Attorney General’s office, directing scores of important cases and initiatives and influencing the adoption of significant legislative changes affecting tax exempt organizations. Her diverse background includes clinical teaching at Rutgers University School of Law’s Constitutional Litigation Clinic and the litigation of employment discrimination and other employment related matters at the National Employment Law Project. She has written many articles for professional and lay publications and is a frequent lecturer on non-profit issues.

Ms. Mann has been recognized in U.S. News and World Report’s Best Lawyers publication and as a “Super Lawyer” in the category of lawyers specializing in Nonprofit/Charities Law. Ms. Mann was Chair of the Committee on Nonprofit Organizations of the Association of the Bar of the City of New York from 1998-2001 and has served as President and Vice-President of the National Association of State Charities Officials. She is a member of the American Law Institute, the American Bar Fellows, the Government Relations Committee of the Nonprofit Coordinating Committee of New York and of the Exempt Organizations Committee of the American Bar Association. She is a graduate of Oberlin College and the University of Pittsburgh School of Law. For additional information, see http://www.clm.com/attorney/mann_pamela.

Ahsaki Benion

Carter Ledyard & Milburn LLP

Ahsaki Benion is a Counsel in the Tax-Exempt Organizations Group. She focuses her practice on representing public charities, private foundations, trade and professional associations, religious organizations, educational organizations, arts organizations, and other nonprofits. Ms. Benion advises clients on a broad range of regulatory, tax, governance, and general corporate matters, including but not limited to obtaining and maintaining exempt status, charitable solicitation, corporate governance, fiscal sponsorships, grant-making, unrelated business income tax, excess benefit transactions, reorganizations, contracts, and audits.


Angelica A.

Great presentations, thank you.

Donald A.

The second half was more useful than the first, for myself.

Nancy K.

excellent program -very useful information for practitioners in the nonprofit sector generalists

Jay G.

Good lecture!

Sarah G.

This course was fantastic and very helpful.

Elizabeth F.

Very comprehensive and easy to follow.

Jason S.

very substantive for corp philanthropy

Walter R.

The presenters gave excellent presentations on these highly complex topics.

Stephen E.

Good primer on tax-exempts.

Andrew P.

Great overview.

Sandra L.

Great informative program

Julie H.

Very informative.

Charles W.

Touches on a number of important issues that counsel for charitable organizations must be aware of. First half covers a number of common-sense issues, while second half deals with more technical matter, the details of which could cause real problems if ignored

Robert C.

Very useful course. Thank you.

Karen S.

Pamela was an exceptional, knowledgeable presenter who weaved the law with real world examples of what happens in NP and how to deal with situations.

James E H.

The faculty provided clear and concise guidance. Very helpful.

John D.

The faculty was very knowledgeable and conveyed the information in a way that I understood. I also liked the use of examples in the lecture.

R. Christopher R.

Very interesting seminar!

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