Nonprofit Organizations

The Nonprofit Organizations Practice Group works closely with leaders of nonprofit entities to serve as advocates and counselors in pursuing each organization’s public mission.

Our nonprofit clients include hospitals and other healthcare providers, educational institutions, energy cooperative corporations, trade and professional associations, advocacy groups, private foundations, charitable trusts, social welfare organizations and other types of nonprofit and charitable organizations.

Our team understands that nonprofit entities face unique legal issues throughout their corporate existence. We guide entities through the tax-exempt application process, as well as ongoing tax compliance issues. We counsel organizations on nonprofit corporate governance, employment and compensation issues, mergers and other business transactions, tax-exempt financing and the wide range of healthcare regulatory and other regulatory issues that, if unattended, can expose nonprofits to costly investigations and government-imposed penalties.

Our multi-disciplinary practice group includes a former Tennessee Attorney General and experienced attorneys from across the firm’s practice groups, including Corporate & Securities, Employee Benefits, Healthcare, Labor & Employment, Litigation & Dispute Resolution, Public Finance, Tax, and Trusts & Estates.

Areas of Focus

  • Corporate & Securities
    • Organization and formation of nonprofit entities
    • Corporate governance and ethics issues
    • Joint ventures and other business transactions involving nonprofit and for-profit entities
    • Corporate mergers, reorganizations and restructurings
    • Contractual matters
    • Antitrust compliance
  • Employee Benefits
    • Executive compensation arrangements
    • Retirement, health and welfare plans and other employee benefits
    • Employment agreements
  • Healthcare
    • Academic medical center regulation
    • Horizontal integrations, clinically integrated networks and hospital-physician collaborations
    • Compliance programs and policies, including fraud and abuse regulations
    • Conversions and sales of assets and resulting foundations
    • Joint ventures and joint operating arrangements/public-private partnerships
    • Physician practice acquisitions
    • Regulatory issues such as the 340B Drug Program, Section 501(r) regulations and the Physician Payments Sunshine Act
    • Risk management arrangements
  • Labor & Employment
    • Employment counseling, training and auditing
    • Employment litigation including all aspects of management-side employment law as well as covenant-not-to-compete litigation
    • All aspects of management-side labor law
    • Contract negotiation and interpretation – executive level, confidentiality and restrictive covenant agreements, and collective bargaining agreements
  • Litigation & Dispute Resolution
    • Audits and internal and government investigations 
    • State and federal compliance
    • State and federal government agency proceedings
    • Antitrust
    • Lobbying and political activities
    • Business disputes, restructuring and bankruptcy
  • Public Finance
    • Tax-exempt financing for 501(c)(3) organizations, including healthcare providers, universities and colleges, secondary educational institutions and other nonprofit organizations
    • IRS audits of tax-exempt financing
    • Ongoing compliance with tax-exempt bond requirements
  • Tax/Trust & Estates
    • Public charities and private foundations
    • IRS exemption process
    • Private inurement/intermediate sanctions
    • Unrelated business taxable income (UBTI)
    • Joint ventures
    • Tax issues related to charitable giving programs and other fundraising activities
    • Excise taxes on prohibited transactions
    • Regulation of charitable solicitation
    • State and local taxes, including property tax exemptions
  • Served as bond counsel in connection with a tax-exempt financing for the Change Center, a nonprofit organization that is constructing a youth recreation center in the inner city of Knoxville

    We served as bond counsel in connection with a tax-exempt financing for the Change Center, a nonprofit organization that is...
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    Client Type: Nonprofit
  • Served as both bond counsel and underwriter’s counsel for nonprofit colleges and universities

    We have served as both bond counsel and underwriter's counsel in approximately $500 million of financings for nonprofit colleges and...
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    Client Type: Nonprofit
  • Representation of one of the largest nonprofit hospital systems in the country in developing an out-of-network reimbursement strategy

    We represent one of the largest nonprofit hospital systems in the country in developing an out-of-network reimbursement strategy. 
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    Client Type: Nonprofit
  • Lead counsel to a world-renowned children’s research hospital in its efforts to obtain a Certificate of Need (CON) to replace and relocate the majority of its existing inpatient facilities at its campus in Memphis, Tennessee

    We served as lead counsel to a world-renowned children's research hospital in its efforts to obtain a Certificate of Need...
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    Client Type: Nonprofit
  • Representation of The Brattleboro Retreat, an in-patient addiction treatment facility located in Brattleboro, Vermont, in a False Claims Act (FCA) lawsuit, resulting in the district court granting the Retreat’s motion to dismiss

    We represented The Brattleboro Retreat, an in-patient addiction treatment facility located in Brattleboro, Vermont, in a False Claims Act (FCA)...
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    Client Type: Nonprofit
  • Lead counsel representing Erlanger Medical Center in DOJ/HHS-OIG investigation arising from qui tam lawsuit alleging violations of Anti-Kickback Statute, Stark Law, and Corporate Integrity Agreement. After the government declined intervention in the case, the federal district court ruled that the relator’s claims were barred by the public disclosure bar. Reported decisions: U.S. ex rel. Stratienko v. Chattanooga-Hamilton County Hosp. Auth., 958 F. Supp. 2d 846 (E.D. Tenn. 2013) & U.S. ex rel. Stratienko v. Chattanooga-Hamilton County Hosp. Auth., 2014 WL 7912981 (E.D. Tenn. Mar. 28, 2014)

    We served as lead counsel to Erlanger Medical Center (a medical center owned by Chattanooga-Hamilton County Hospital Authority) in a...
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    Client Type: Nonprofit
  • Represented Alive Hospice in a joint venture between the nonprofit provider and Aspire Health

    We represented Alive Hospice in a joint venture with Aspire Health. The venture is called Aspire Health Medical Partners of...
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    Client Type: Nonprofit
  • Lead counsel representing Erlanger Medical Center in DOJ/HHS-OIG investigation arising from qui tam lawsuit alleging that health system improperly billed hospital short-stay admissions as inpatient instead of outpatient claims. After the government declined intervention in the case, the federal district court substantially reduced the period of liability at issue in the lawsuit, after which time, the parties settled the case. U.S. ex rel. Whipple v. Chattanooga-Hamilton Co. Hosp. Auth., 2015 WL 7455557 (Nov. 23, 2015)

    We served as lead counsel to Erlanger Medical Center (a medical center owned by Chattanooga-Hamilton County Hospital Authority) in a...
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    Client Type: Nonprofit
  • Defended a private university against claims of discrimination and retaliation under the Family and Medical Leave Act (FMLA) and claims of retaliation, workers’ compensation retaliation, and discrimination under the Americans with Disabilities Act

    We defended a private university against claims of discrimination and retaliation under the Family and Medical Leave Act (FMLA) and...
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    Client Type: Nonprofit
  • Defended a university medical center in a case stemming from a May 2011 incident where an employee accused the medical center and several employees of defamation, malicious harassment, intentional interference with employment, retaliation, civil conspiracy and a number of additional claims

    We defended a university medical center in a case stemming from a May 2011 incident where an employee accused the...
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    Client Type: Nonprofit
Robert E. Cooper, Jr.
Member
R. Todd Ervin
Member
Lauren M. Gaffney
Associate
Tim K. Garrett
Member
B. Riney Green
Member
Robert W. Horton
Member
Angela Humphreys
Member
Gene L. Humphreys
Counsel
J. Richard Lodge
Member
G. Mark Mamantov
Member
David H. Mayer
Associate
Russell A. Miller
Member
W. Brantley Phillips, Jr.
Member
Fritz Richter, III
Member
Blaine H. Smith
Member
David A. Thornton
Member
Leigh Walton
Member