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 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
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Corporate & Business
- 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.
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Employee Benefits
- Executive compensation arrangements.
- Retirement, health and welfare plans and other employee benefits.
- Employment agreements.
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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.
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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.
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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.
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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.
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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.
Experience
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Creation of the corporate structure for Mosaic Changemakers – our team helped the new organization obtain tax exempt nonprofit status and transfer the program to a new entity, and provided advice for formation and business practices
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Served as bond counsel to Emerald Academy in connection with a tax exempt bond issue
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Bond counsel and borrower counsel to Covenant Health in connection with the issuance of over $600 million in taxable and tax-exempt debt to finance and refinance its healthcare facilities in Tennessee
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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
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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
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Served as both bond counsel and underwriter’s counsel for nonprofit colleges and universities
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Representation of one of the largest nonprofit hospital systems in the country in developing an out-of-network reimbursement strategy
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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
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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 government declined intervention in case, federal district court ruled that 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)
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Represented Alive Hospice in a joint venture between the nonprofit provider and Aspire Health
Professionals
Notice
Visiting, or interacting with, this website does not constitute an attorney-client relationship. Although we are always interested in hearing from visitors to our website, we cannot accept representation on a new matter from either existing clients or new clients until we know that we do not have a conflict of interest that would prevent us from doing so. Therefore, please do not send us any information about any new matter that may involve a potential legal representation until we have confirmed that a conflict of interest does not exist and we have expressly agreed in writing to the representation. Until there is such an agreement, we will not be deemed to have given you any advice, any information you send may not be deemed privileged and confidential, and we may be able to represent adverse parties.
Notice
Visiting, or interacting with, this website does not constitute an attorney-client relationship. Although we are always interested in hearing from visitors to our website, we cannot accept representation on a new matter from either existing clients or new clients until we know that we do not have a conflict of interest that would prevent us from doing so. Therefore, please do not send us any information about any new matter that may involve a potential legal representation until we have confirmed that a conflict of interest does not exist and we have expressly agreed in writing to the representation. Until there is such an agreement, we will not be deemed to have given you any advice, any information you send may not be deemed privileged and confidential, and we may be able to represent adverse parties.
Notice
Visiting, or interacting with, this website does not constitute an attorney-client relationship. Although we are always interested in hearing from visitors to our website, we cannot accept representation on a new matter from either existing clients or new clients until we know that we do not have a conflict of interest that would prevent us from doing so. Therefore, please do not send us any information about any new matter that may involve a potential legal representation until we have confirmed that a conflict of interest does not exist and we have expressly agreed in writing to the representation. Until there is such an agreement, we will not be deemed to have given you any advice, any information you send may not be deemed privileged and confidential, and we may be able to represent adverse parties.
Notice
Visiting, or interacting with, this website does not constitute an attorney-client relationship. Although we are always interested in hearing from visitors to our website, we cannot accept representation on a new matter from either existing clients or new clients until we know that we do not have a conflict of interest that would prevent us from doing so. Therefore, please do not send us any information about any new matter that may involve a potential legal representation until we have confirmed that a conflict of interest does not exist and we have expressly agreed in writing to the representation. Until there is such an agreement, we will not be deemed to have given you any advice, any information you send may not be deemed privileged and confidential, and we may be able to represent adverse parties.
Notice
Visiting, or interacting with, this website does not constitute an attorney-client relationship. Although we are always interested in hearing from visitors to our website, we cannot accept representation on a new matter from either existing clients or new clients until we know that we do not have a conflict of interest that would prevent us from doing so. Therefore, please do not send us any information about any new matter that may involve a potential legal representation until we have confirmed that a conflict of interest does not exist and we have expressly agreed in writing to the representation. Until there is such an agreement, we will not be deemed to have given you any advice, any information you send may not be deemed privileged and confidential, and we may be able to represent adverse parties.
Notice
Visiting, or interacting with, this website does not constitute an attorney-client relationship. Although we are always interested in hearing from visitors to our website, we cannot accept representation on a new matter from either existing clients or new clients until we know that we do not have a conflict of interest that would prevent us from doing so. Therefore, please do not send us any information about any new matter that may involve a potential legal representation until we have confirmed that a conflict of interest does not exist and we have expressly agreed in writing to the representation. Until there is such an agreement, we will not be deemed to have given you any advice, any information you send may not be deemed privileged and confidential, and we may be able to represent adverse parties.
Notice
Visiting, or interacting with, this website does not constitute an attorney-client relationship. Although we are always interested in hearing from visitors to our website, we cannot accept representation on a new matter from either existing clients or new clients until we know that we do not have a conflict of interest that would prevent us from doing so. Therefore, please do not send us any information about any new matter that may involve a potential legal representation until we have confirmed that a conflict of interest does not exist and we have expressly agreed in writing to the representation. Until there is such an agreement, we will not be deemed to have given you any advice, any information you send may not be deemed privileged and confidential, and we may be able to represent adverse parties.
Notice
Visiting, or interacting with, this website does not constitute an attorney-client relationship. Although we are always interested in hearing from visitors to our website, we cannot accept representation on a new matter from either existing clients or new clients until we know that we do not have a conflict of interest that would prevent us from doing so. Therefore, please do not send us any information about any new matter that may involve a potential legal representation until we have confirmed that a conflict of interest does not exist and we have expressly agreed in writing to the representation. Until there is such an agreement, we will not be deemed to have given you any advice, any information you send may not be deemed privileged and confidential, and we may be able to represent adverse parties.
Notice
Visiting, or interacting with, this website does not constitute an attorney-client relationship. Although we are always interested in hearing from visitors to our website, we cannot accept representation on a new matter from either existing clients or new clients until we know that we do not have a conflict of interest that would prevent us from doing so. Therefore, please do not send us any information about any new matter that may involve a potential legal representation until we have confirmed that a conflict of interest does not exist and we have expressly agreed in writing to the representation. Until there is such an agreement, we will not be deemed to have given you any advice, any information you send may not be deemed privileged and confidential, and we may be able to represent adverse parties.
Notice
Visiting, or interacting with, this website does not constitute an attorney-client relationship. Although we are always interested in hearing from visitors to our website, we cannot accept representation on a new matter from either existing clients or new clients until we know that we do not have a conflict of interest that would prevent us from doing so. Therefore, please do not send us any information about any new matter that may involve a potential legal representation until we have confirmed that a conflict of interest does not exist and we have expressly agreed in writing to the representation. Until there is such an agreement, we will not be deemed to have given you any advice, any information you send may not be deemed privileged and confidential, and we may be able to represent adverse parties.
Notice
Visiting, or interacting with, this website does not constitute an attorney-client relationship. Although we are always interested in hearing from visitors to our website, we cannot accept representation on a new matter from either existing clients or new clients until we know that we do not have a conflict of interest that would prevent us from doing so. Therefore, please do not send us any information about any new matter that may involve a potential legal representation until we have confirmed that a conflict of interest does not exist and we have expressly agreed in writing to the representation. Until there is such an agreement, we will not be deemed to have given you any advice, any information you send may not be deemed privileged and confidential, and we may be able to represent adverse parties.
Notice
Visiting, or interacting with, this website does not constitute an attorney-client relationship. Although we are always interested in hearing from visitors to our website, we cannot accept representation on a new matter from either existing clients or new clients until we know that we do not have a conflict of interest that would prevent us from doing so. Therefore, please do not send us any information about any new matter that may involve a potential legal representation until we have confirmed that a conflict of interest does not exist and we have expressly agreed in writing to the representation. Until there is such an agreement, we will not be deemed to have given you any advice, any information you send may not be deemed privileged and confidential, and we may be able to represent adverse parties.
Notice
Visiting, or interacting with, this website does not constitute an attorney-client relationship. Although we are always interested in hearing from visitors to our website, we cannot accept representation on a new matter from either existing clients or new clients until we know that we do not have a conflict of interest that would prevent us from doing so. Therefore, please do not send us any information about any new matter that may involve a potential legal representation until we have confirmed that a conflict of interest does not exist and we have expressly agreed in writing to the representation. Until there is such an agreement, we will not be deemed to have given you any advice, any information you send may not be deemed privileged and confidential, and we may be able to represent adverse parties.
Notice
Visiting, or interacting with, this website does not constitute an attorney-client relationship. Although we are always interested in hearing from visitors to our website, we cannot accept representation on a new matter from either existing clients or new clients until we know that we do not have a conflict of interest that would prevent us from doing so. Therefore, please do not send us any information about any new matter that may involve a potential legal representation until we have confirmed that a conflict of interest does not exist and we have expressly agreed in writing to the representation. Until there is such an agreement, we will not be deemed to have given you any advice, any information you send may not be deemed privileged and confidential, and we may be able to represent adverse parties.
Notice
Visiting, or interacting with, this website does not constitute an attorney-client relationship. Although we are always interested in hearing from visitors to our website, we cannot accept representation on a new matter from either existing clients or new clients until we know that we do not have a conflict of interest that would prevent us from doing so. Therefore, please do not send us any information about any new matter that may involve a potential legal representation until we have confirmed that a conflict of interest does not exist and we have expressly agreed in writing to the representation. Until there is such an agreement, we will not be deemed to have given you any advice, any information you send may not be deemed privileged and confidential, and we may be able to represent adverse parties.
Notice
Visiting, or interacting with, this website does not constitute an attorney-client relationship. Although we are always interested in hearing from visitors to our website, we cannot accept representation on a new matter from either existing clients or new clients until we know that we do not have a conflict of interest that would prevent us from doing so. Therefore, please do not send us any information about any new matter that may involve a potential legal representation until we have confirmed that a conflict of interest does not exist and we have expressly agreed in writing to the representation. Until there is such an agreement, we will not be deemed to have given you any advice, any information you send may not be deemed privileged and confidential, and we may be able to represent adverse parties.
Notice
Visiting, or interacting with, this website does not constitute an attorney-client relationship. Although we are always interested in hearing from visitors to our website, we cannot accept representation on a new matter from either existing clients or new clients until we know that we do not have a conflict of interest that would prevent us from doing so. Therefore, please do not send us any information about any new matter that may involve a potential legal representation until we have confirmed that a conflict of interest does not exist and we have expressly agreed in writing to the representation. Until there is such an agreement, we will not be deemed to have given you any advice, any information you send may not be deemed privileged and confidential, and we may be able to represent adverse parties.