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Tax Advice and Controversy
Our tax practice services a broad and diverse client base ranging from individuals and small closely held businesses to Fortune 500 companies. We represent our clients in civil and criminal tax proceedings before federal, state, local, and foreign tax authorities, administrative tribunals and courts involving a spectrum of income, estate, gift, excise, franchise, property, license, sales, use, and value added tax matters. Additionally, our tax practice includes a team of professionals who specialize in tax credit transactions. These include the representation of developers, lenders, syndicators, investors, and community development entities. Please review our tax credit practice section for more information. We believe it is essential to fully understand our clients’ business. Familiarity with their operations provides us valuable insight into the company’s tax administration process and therefore, gives us a distinct advantage when identifying transactions and operations that may potentially raise tax issues. Because of this, we are able to assess the situation and quickly make informed decisions regarding the approach needed to obtain timely resolution. Tax Advice Members of the group have tax advice experience in: Federal and state tax planning in connection with the formation, acquisition, disposition, reorganization and liquidation of publicly and closely-held corporations, partnerships, and joint ventures; Structuring and negotiating a variety of federal and state tax credit transactions, including low-income housing, new markets, historic, and renewable energy tax credits; and asset management issues; Practicing before the IRS National Office, the Treasury Department and Congressional tax writing committees in connection with requests for advance rulings and technical advice, regulatory and tax legislative matters, and other Washington-oriented assignments; Federal and state tax planning for inbound and outbound transactions involving foreign taxpayers, intercompany transfer pricing, foreign currency transactions, and other international tax matters; and Preparation of tax-related opinions and disclosure materials in connection with corporate reorganizations, partnership syndications, stock and debt offerings, recapitalizations, tax-exempt financings, specialized investment vehicles (e.g., REITs, REMICs and RICs), and sophisticated real estate transactions. Tax Controversy The Tax Controversy Group represents corporate, tax exempt, and individual and estate clients on numerous tax issues - some of which have been favorably resolved prior to litigation or are currently ongoing at various stages (both pre- and post-petition) in the judicial system.  These issues, among others, include: Research tax credit qualification and documentation; Historic easement; Partnership disguised sale; Cancellation of indebtedness; Theft loss; NOL carryback (including specified loss carryback determinations); Capitalization/expense, both operationally and in context of transactional matters; and Valuation and discount issues (including closely held businesses, real estate, art work). The Group is currently involved in TEFRA proceedings, Fast Track Appeals, FIN 48 analysis, and privilege issues and has additional tax controversy experience with the following: International, federal and state tax controversies arising out of the formation, acquisition, disposition, reorganization and liquidation of publicly and closely-held corporations, partnerships and joint ventures; Controversy as it relates to the creation, operation and dissolution of employee benefit qualified and non-qualified plans, welfare plans, health insurance continuation coverage under COBRA, executive compensation arrangements and multi-employer plan withdrawal liability; Advocacy before the IRS National Office, the Treasury Department and Congressional tax committees in connection with requests for advance rulings and technical advice, regulatory and tax legislative matters, and other Washington-oriented matters; International, federal and state tax controversies related to inbound and outbound transactions of foreign and domestic taxpayers, intercompany transfer pricing, foreign currency transactions and other international issues; International, federal and state tax controversies related to estate, gift and inheritance taxes; International, federal and state tax controversies in connection with corporate reorganizations, partnership syndications, stock and debt offerings, recapitalizations, tax-exempt financings, specialized investment vehicles ( e.g., REITs, REMICs and RICs), and sophisticated real estate transactions; and A broad range of federal and state tax controversies of colleges and universities, public charities, private foundations and other tax-exempt organizations.
Practices
Nonprofit Organizations
The Bryan Cave Nonprofits Team delivers the service and legal experience you need to make a difference as a nonprofit organization. We draw upon specialized experience throughout the firm to provide you with legal services customized to serve your mission. Our Experience The combined experience of Bryan Cave lawyers includes: Federal, state and local tax exemptions and planning, including unrelated business income and debt-financed income issues Corporate formations, governance and reorganizations, including formation and operation of for-profit subsidiaries Employment law and employee benefits Volunteer liability Partnerships, joint ventures, commercial co-ventures and strategic alliances Sponsorship and licensing agreements Trademarks, copyrights and patents Finance transactions, including tax-exempt bond and tax credit transactions Data protection, transfer and privacy strategies Real estate acquisitions and environmental compliance International operations, transactions and registrations Publishing activities Charitable solicitation compliance Planned giving First Amendment and religious accommodations Restructuring and bankruptcy Litigation/dispute resolution Insurance and risk management Antitrust counseling Title IX and athlete eligibility matters Anti-doping policies and litigation matters Our Clients Our clients include social service organizations, cultural institutions, educational institutions, churches and religious organizations, corporate and family foundations, sports organizations, healthcare providers, medical research organizations, and trade and industry associations. ABWE Ministries American Soybean Association Anheuser Busch Foundation Azusa Pacific University Catholic Health Initiatives Colorado Church of the Nazarene Columbia University Compassion International Emerson Charitable Trust Evangelical Council for Financial Accountability Fellowship of Christian Athletes Howard University Missouri Botanical Garden New York University Sisters of Charity of Leavenworth Sisters of Mercy of the Americas, Inc. Stowers Institute for Medical Research The Navigators United States Anti-Doping Agency United States Swimming, Inc. University of Colorado USA Volleyball Washington University Wheaton College World Vision X Prize Foundation YMCA of the Rockies Young Life Our Involvement Attorneys on our Nonprofits Team are also active as board members, speakers, writers, members and advisory board members of organizations that promote the tax exempt community. These include: Exempt Organizations Committee, Taxation Section of the American Bar Association American Institute of Certified Public Accountants, Tax Section Christian Legal Society Christian Leadership Alliance State and local bar associations Council for Christian Colleges & Universities Evangelical Council for Financial Accountability Missio Nexus National Business Institute United Way Taxation of Exempts, published by Warren, Gorham and Lamont
Practices
Religious Organizations
The Bryan Cave Religious Organizations Team provides legal counsel to a wide variety of churches, church denominations, religious educational institutions and other religious organizations. Our interdisciplinary team of attorneys provides responsive and cost-effective assistance tailored to the unique needs and objectives of our religious organization clients. Our Experience We can provide assistance on a wide range of issues, including: Corporate formation, governance and reorganizations Tax exempt status issues and planning Employment law issues and volunteer liability Employee benefits Child protection policies and controversies First Amendment and religious accommodations Trademarks, copyrights, patents and other intellectual property matters, including licensing Mergers and acquisitions Reorganizations and dissolutions; restructuring and bankruptcy Regulatory and reporting issues Partnerships, joint ventures, cooperatives, commercial co-ventures and other strategic alliances International operations, transactions and registrations Debt issues, tax-exempt bond financing and other loan transactions Government funding Fundraising matters Publishing and media activities Litigation and alternative dispute resolution proceedings Real estate acquisitions, mortgages, leases and environmental compliance Data protection, transfer and privacy strategies Our Clients A partial list of our faith-based clients includes: ABWE Ministries Awana Clubs International Azusa Pacific University Billy Graham Evangelistic Association Catholic Health Initiatives Colorado Christian Leadership Alliance Church of the Nazarene Compassion International Denver Seminary ECO: A Covenant Order of Evangelical Presbyterians Evangelical Council for Financial Accountability Fellowship of Christian Athletes Operation Mobilization Reach Beyond Sisters of Charity of Leavenworth Sisters of Mercy of the Americas, Inc. The Christian and Missionary Alliance The Navigators Upward Unlimited Westmont College Wheaton College World Vision YMCA of the Rockies Young Life Youth for Christ Our Involvement Attorneys who work on our Religious Organizations Team are also active as board members, speakers, writers, members and advisory board members of organizations that serve religious organizations. These include: Association of Christian Schools International Christian Camp and Conference Association Christian Legal Society Christian Leadership Alliance Council for Christian Colleges & Universities Christianity Today Church Management Editorial Advisory Board Exempt Organizations Committee and Religious Organizations Subcommittee, Taxation Section of the American Bar Association Evangelical Council for Financial Accountability Missio Nexus  
Practices
Tax Credit Advice Team
Tax-advantaged transactions present a variety of complex tax issues.  The attorneys in Bryan Cave’s tax credit group are highly experienced, nationally recognized, and capable of addressing those issues head on.  We have served as counsel to real estate developers, syndicators, and investors, and therefore, are able to provide assistance in all phases of a tax credit transaction: (i) structuring the transaction; (ii) documenting and negotiating the terms of the transaction; (iii) closing the equity investment into the transaction, and (iv) providing any post-closing asset management advice that may arise. The attorneys at Bryan Cave have closed transactions involving low-income housing tax credits, historic rehabilitation tax credits, new markets tax credits, and renewable energy tax credits.  Our familiarity with a variety of different tax credit programs means we are equipped with the skills to handle your matter. Our tax credit team includes a vice president and member of the Board of Directors of the National Housing & Rehabilitation Association (NH&RA), a former IRS Revenue Agent and Tax Law Specialist, a member of the Editorial Advisory Board of The Low-Income Housing Tax Credit Advisor, a member of the New Markets Tax Credit Coalition, a founding member of the New Markets Tax Credit Council, (a division of NH&RA), board member and legislation policy committee member of the Historic Tax Credit Coalition, and regular speakers and participants at national tax credit conferences. Low-Income Housing Tax Credits (LIHTC) - Federal & State.  Since 1987, the tax credit group of Bryan Cave has represented developers, investors, syndicators, and lenders in addressing the tax and real estate issues typically confronted in affordable housing transactions involving LIHTCs.  We also represent state housing agencies with respect to the administration of their LIHTC programs.  Our experience includes the following: Negotiating, structuring, documenting, and closing LIHTC transactions and transactions combining federal LIHTCs with other tax credits, including state low-income housing tax credits, energy credits, and federal and state historic rehabilitation tax credits; Interpreting and advising clients on compliance issues relative to state and federal legislative and administrative requirements; Advising clients on compliance and asset management issues, including issues arising in connection with investments in, and management of, troubled or distressed LIHTC projects; Assisting clients in purchasing LIHTC portfolios and unwinding LIHTC transactions at the end of the tax credit investment period; Structuring federal LIHTC investment funds and state LIHTC investment funds for Georgia and Missouri. New Market Tax Credits (NMTC).  The NMTC is a valuable economic tool that is utilized in the development of undercapitalized communities.  We have been involved in the NMTC program since its inception and have been active participants in the evolution of NMTC transaction structures and related documentation; the evolution of the NMTC program has been, and will continue to be, a challenging process.  Bryan Cave is well-equipped to help you navigate the most complex tax issues and financing structures that you will encounter in NMTC transactions.  We represent investors, community development entities (CDEs), and developers.  Our  experience includes the following: Representing CDEs who have received in excess of 10% of the NMTCs awarded to date; Working with the Department of Treasury and trade associations for statutory and regulatory modifications to the program; Advising numerous CDE applicants in connection with their successful NMTC allocation applications; Creating innovative structures to harmonize NMTCs with other tax credit and subsidy programs. Historic Rehabilitation Tax Credits (HTCs) – Federal & State.  HTC transactions require skillful management of complex tax issues.  This is particularly true of HTC investments combined with other tax credits, such as low-income housing tax credits, energy credits, NMTCs, and/or state tax credits (which could involve state versions of LIHTCs, HTCs, or NMTCs).  Developers, syndicators, and investors can benefit from the experience of Bryan Cave’s nationally recognized tax credit team which has closed hundreds of HTC transactions.  Our experience includes the following: Negotiating, structuring, documenting, and closing HTC transactions, often involving NMTCs or other federal and/or state tax credits; Interpreting and advising on compliance issues with regard to state and federal legislative and administrative requirements; Unwinding HTC transactions at the end of the HTC investment period. Renewable Energy & Green Tax Credits.  Renewable energy tax credits and credits from green initiatives (such as Brownfields tax credits) can be valuable additions to real estate developments or can be stand-alone investments (solar, wind, or geothermal projects).  Balancing the goals of lenders, equity investors, and developers is a proficiency Bryan Cave’s attorneys have honed over the years as active participants in the tax credit industry.  Our experience includes the following: Pioneering the use of the master lease pass-through structure (inverted lease) in solar energy credit transactions, which has the effect of maximizing economic returns for the developer; Combining solar energy credits with other tax credits and subsidies; Representing developers, syndicators, and solar investors in affordable housing developments which include energy grants and/or Brownfield credits.
Practices
Tax Exempt and Charitable Planning
Bryan Cave lawyers routinely assist numerous nonprofit and tax-exempt organizations to achieve their missions. Our lawyers also routinely assist individuals interested in philanthropy to achieve their goals. Bryan Cave’s Tax-Exempt and Charitable Planning Team includes lawyers trained in nonprofit corporations, tax laws, tax-exempt bonds and financing, IRS controversy and appeals, health care, charitable and estate planning. IRS Controversy Bryan Cave lawyers possess substantial experience representing tax-exempt organizations before the Internal Revenue Service ("IRS"), state Attorney Generals, and other governmental bodies concerning tax exempt issues. In recent years, we have witnessed a substantial increase in audit and enforcement activities. Formation, Governance, and Operation Bryan Cave attorneys are experienced in formation of nonprofit organizations, and can provide strategies and tools for sound and effective nonprofit governance, board structures, and board/staff relationships. Formation and incorporation; Choice of form (corporation, trust, LLC) and choice of state law; Fundamental governance issues and board structure, roles, and responsibilities, including the fiduciary duties of board members and officers, committee responsibilities and charters, and indemnification rights; Board/staff relationships, responsibilities, and delegation of authority; Conflict of interest policies; Audit committee charters; Regulatory compliance and annual reporting; Sarbanes Oxley and "best practices"; Proxy, voting and other issues especially relevant to national and international membership organizations and organizations with affiliates or chapters; Corporate practices and recordkeeping operations of the board of directors and appropriate board resolutions and minutes; Establishing grantmaking programs, including policies, procedures and criteria for grants; Design of grants for general support and specific projects or programs, as well as implementation through grant agreements; Pledge agreements and endowment fund issues; Investment policies and procedures and review of management contracts and investment instruments; Intra-organizational relationships: Board/staff relationships and responsibilities Executive and staff employment agreements Contracts for independent contractors, vendors, consultants and fund raisers Confidentiality, non-competition, and non-solicitation agreements; Negotiation and drafting of commercial contracts; Acquisition and leasing of office and program space. Laws and Regulations Affecting Tax-Exempt Organizations Bryan Cave attorneys are highly experienced in helping nonprofit organizations obtain tax exempt status, and in helping to ensure that the status is maintained as the organization carries out its intended purpose despite the many operating pitfalls that exist. We have filed hundreds of IRS Forms 1023 and 1024 and obtained recognition of exemption on behalf of these IRC § 501(c) organizations. After exemption is obtained, we help ensure that the exemption is maintained in the normal course of activities, providing guidance on tax, governance, corporate and contract law matters. We frequently submit filings with the IRS Adjustments Unit to approve instances where tax-exempt organizations expand or change their activities. In other contexts we have prepared and processed to a successful conclusion numerous private letter ruling requests on a number of issues affecting tax-exempt organizations. Structuring, Reorganization, and Joint Ventures Tax-exempt organizations are becoming more sophisticated in their approach to business operations and financial management, participating more often in business transactions and interacting more often with for-profit organizations. As they seek more creative sources of revenue to support their activities, they may face tax consequences in many instances. We can provide support across the complex environment in which these organizations must now operate. When a tax-exempt organization is ready to reorganize, add a supporting entity, consolidate, or enter into a joint venture with another nonprofit organization, we help develop solutions and structures that will accomplish the client’s goals and maintain tax exemption. Creating joint ventures with for-profit organizations and integrating for-profit subsidiaries into a tax exempt organization’s structure are also solutions we implement frequently. We are also experienced in crafting and submitting private letter rulings to the IRS that provide additional certainty to a client embarking on an innovative activity or structure. Our experience includes: Structuring and restructuring related groups of nonprofit and tax exempt organizations, including the creation and management of subsidiary and supporting organizations; Structure and execution of entity mergers, acquisitions and joint ventures; Agreements for joint services, funding, administration, and joint venturing; Design and implementation of strategic alliances and collaborations; Structure, formation and execution of transactions and relationships with affiliated and unaffiliated not-for-profit and/or for-profit corporations, partnerships or limited liability companies; Design and implementation of strategic alliances, collaborations, community and economic development projects, and social enterprise ventures; Dissolutions, entity terminations, and conversions. State Tax Issues Impacting Nonprofit and Tax-Exempt Organizations Bryan Cave attorneys are highly experienced advising nonprofit and tax-exempt organizations regarding state and local tax issues. These issues include state sales tax and property tax exemption, as well as state law issues impacting nonprofit corporations and charitable trusts, board fiduciary duties, and Attorney General oversight. Our experience includes: Representation directed at tax-exempt organization compliance with, and full or partial exemptions from, state tax laws, including state income, franchise, sales/use, earnings, and real and personal property tax. Representation before state agencies in connection with examinations, audits, appeals and litigation involving state regulation, compliance and/or taxation matters. Alternative compliance strategies available to tax-exempt organizations under workers’ compensation and unemployment compensation laws. Issues concerning regulation by state Attorneys General, including annual reporting and compliance with federal and laws requiring other filings with state Attorneys General. Government relations, including advice to tax-exempt organizations with respect to state fundraising regulation requirements. Foreign and Cross-Border Activities Bryan Cave attorneys are highly experienced advising public charities and private foundations engaged in foreign and cross border activities. Current and recent representations include advising a charity providing assistance to orphans in Ukraine, nomad children in Africa, micro-loans to low-income women in developing countries, and grants by a private foundation to foreign organizations. Governance, structural and organizational issues of U.S.-based organizations with affiliates and offices in other countries. Establishing charitable organizations in foreign jurisdictions as well as domestic "friends of" organizations. Solicitation limits applicable to contributions earmarked for overseas grant-making to support programs of foreign charitable entities. Grant agreements, including grants for direct support of specific projects or programs in foreign countries. International operational issues associated with the U.S. anti-terrorism regulatory structure and the sanctions program of the Office of Foreign Assets Control (OFAC). International grantmaking matters, including expenditure responsibility for private foundations. Organizational, funding and exemption matters involving public-private partnerships and other organizations working on global health issues. Tax Exempt Bonds Bryan Cave is nationally recognized bond counsel, well known for our experience, talent and creativity as bond counsel and counsel in other capacities in public finance transactions. Our attorneys have counseled clients — including hospitals, universities, libraries, health care organizations, retirement facilities, and religious institutions — on their ability to borrow at tax-exempt interest rates for construction or equipment acquisitions. Charitable Contributions, Endowments and Fundraising Our attorneys are highly experienced in structuring gifts to charitable organizations, which can significantly increase the effectiveness of both the contribution and the organization. We are very familiar with: Charitable gifts, contributions, and deductibility; Endowments: creation, use, and management and control of funds, creditor protection and restrictions on use; Donor gift instruments including restricted and outright gifts, donor advised funds, and board designated funds; Planned giving arrangements, bargain sales, charitable lead and remainder trust gifts, gifts of appreciated property and other types of charitable gifts; Legal aspects of benefit events and other fund raising activities; Advice to tax-exempt organizations with respect to federal and state fundraising and solicitation registration, reporting, and other regulation requirements; Use of life insurance to support charity; Particular Types of Nonprofit and Tax Exempt Organizations There are several types of nonprofit and tax exempt organizations that have unique issues. Bryan Cave attorneys are experienced in the special needs of: Public CharitiesBryan Cave lawyers possess substantial experience advising public charities concerning special issues that impact public charities. These issues include excess benefit transaction issues, including executive compensation. For example, Bryan Cave lawyers routinely assist public charities to establish a rebuttable presumption that executive compensation is reasonable by following the IRS safe harbor.  Bryan Cave lawyers also possess substantial experience advising organizations regarding various public charity classifications, including qualification as a publicly supported charity (donative or service-providers), a school, a medical research organization, a church, or a supporting organization. Supporting Organizations Bryan Cave lawyers possess substantial experience advising supporting organizations, including Type I, Type II, and Type III supporting organizations. Private Foundations: Grant-Making and Family Foundations Bryan Cave lawyers possess substantial experience advising private foundations concerning special issues that impact such organizations. These issues include application of the self-dealing rules, minimum distribution requirements, excess business holding, jeopardizing investment, and taxable expenditure rules. Private Operating FoundationsBryan Cave lawyers possess substantial experience advising private operating foundations and special issues applicable thereto, including navigation of the complex operating test. These operating foundations include foundations engaged in an active art loan program. Employer Sponsored Charities Bryan Cave lawyers possess substantial experience advising employer sponsored charities, which typically qualify as private foundations. In addition to the application of the basic private foundation provisions, numerous special issues are raised, including special rules applicable to scholarship programs, employee disaster relief programs, commercial co-ventures and cause-related marketing, and foreign grant-making activities. Civic and Social Welfare Organizations Bryan Cave lawyers possess substantial experience advising social welfare organizations, including issues related to lobbying, political campaign activities. Trade Associations and Business LeaguesBryan Cave lawyers possess substantial experience advising trade associations and business leagues. Health Care EntitiesBryan Cave provides legal counsel for the distinct needs of exempt health care providers. We support and guide these clients on joint ventures and acquisitions, licensing, corporate and medical bylaws, conflicts of interest policies, managed care, tax exemption and unrelated business income, fraud and abuse, and the Stark rules and regulations. Trade and Professional AssociationsBryan Cave provides comprehensive legal and legislative affairs services to exempt organizations, national trade and professional associations, buying groups, cooperative organizations, and fraternal and service organizations. We serve as counsel to large and small trade associations in the manufacturing and professional services industries. FoundationsOur attorneys represent both operating and non-operating foundations, and have helped to form numerous family foundations whose primary activities involve the award and distribution of grants. We also advise private foundations on pitfalls such as self-dealing, excessive business holdings, jeopardy investments and taxable expenditures.
Practices
Trade Association, Business League & Professional Association Practice
Trade Associations, Business Leagues, and Professional Associations have unique legal needs to fulfill their missions of advancing the interests of their industries and their members. Bryan Cave lawyers understand the unique organizational, commercial, transactional, and public policy needs of Associations. We have extensive experience representing Associations at both the national and state levels, and routinely provide value-added advice and counsel to assist Associations in fulfilling their missions. Service as Outside General Counsel Organization and Formation Corporate Governance and Liability Limitation Merger and Acquisition Transactions and For-Profit Subsidiaries Public Policy Standard Setting Tax and Compliance Issues Service as Outside General Counsel Bryan Cave’s attorneys serve as outside general counsel for numerous first-tier Associations. In such capacity, we work closely with the directors, officers and the staff of Associations to effectively service all of the legal needs of the Association, as well as to pro-actively identify potential legal issues or concerns which the Board and management should consider. In our role as outside general counsel, we routinely attend board of directors and executive committee meetings, advise internal management, prepare minutes and meeting materials, counsel Associations on key policies and corporate governance issues, and manage the commercial and transactional needs of Associations. We have a proven track record of seamlessly integrating the legal services of numerous legal areas (corporate governance, non-profit tax, applicable government regulations, intellectual property, anti-trust, contracts, transactions, government relations, lobbying, etc.) to provide for all of the legal needs of our Association clients. Organization and Formation Associations have organizational concerns that are significantly different than for-profit or other non-profit entities. In challenging economic times, successful Associations are becoming more creative in structuring their membership categories, as well as their internal staffing in order to maximize the impact of dues and other revenues. The operational efficiency of an Association often depends upon how well the internal committees and groups are organized, as well as the level of oversight that is provided for the important corporate governance and operational policies (including antitrust oversight, human resources policies, other key operational policies). We lead our clients through various strategies to assure that the Association’s organizational structure matches and aligns the needs of the Association and its members. In the formation area, we routinely prepare, create, and advise Association clients on articles of incorporation, bylaws, committee charters, organizational minutes, Form 990 required policies, and other similar matters. Corporate Governance and Liability Limitation As non-profit or tax-exempt organizations, Associations have unique corporate governance requirements that must be appropriately documented and maintained. Bryan Cave regularly assists Association clients in creating policies, guidelines and procedures in order to ensure their compliance with corporate law, Internal Revenue Service requirements, and non-profit best practices. Bryan Cave’s attorneys know that a properly structured corporate governance framework must be tailored to the culture of the Association in order to assist the client with Such policies and procedures often include: membership classifications, committee and voting policies; Executive Compensation Policies; Antitrust policies; Conflicts of Interests policies; Whistleblower policies; Record Retention policies; and other compliance policies. In today’s litigious world, many business leaders are strongly focusing on the potential for liability created by serving upon non-profit boards of directors. Our lawyers provide guidance on D&O insurance nuances; indemnification agreements, and exculpation of liability in charters. Bryan Cave’s lawyers have also been successful in helping many of our Association clients to address these concerns by crafting corporate governance policies that simultaneously limit the size of the statutorily-defined board of directors while still providing meaningful input for members. Merger and Acquisition Transactions and For-Profit Subsidiaries Associations, like their member and other stakeholder companies, are becoming more sophisticated in their approach to business operations and financial management, participating more often in business transactions and interacting more often with for-profit organizations. Bryan Cave provides comprehensive support through attorneys experienced in corporate transactions, commercial contracting, and joint venture arrangements. Bryan Cave’s trade association attorneys have extensive experience in negotiating trade show, convention, and exposition contracts with convention centers, hotels, and service providers, including with the largest exposition spaces in the country (e.g., the McCormick Center in Chicago, the Orlando Convention Center, the Las Vegas Convention Center, etc.). In such transactional matters, our non-profit attorneys provide invaluable input and counsel on IRS and State tax code requirements in order to avoid issues of private inurement, private benefit, undue benefit, and similar issues. Transactions undertaken for Association clients include: mergers of non-profit Associations; formation of subsidiaries (both for-profit and non-profit); strategic partnerships; collaboration agreements; leases; asset acquisitions; commercial contracts and forms; executive employment agreements; and other major transactions. Public Policy Bryan Cave represents Association clients at the federal, state and local level before regulators, legislators, and government bodies. Bryan Cave regularly assist clients with Federal Election Commission (FEC) compliance matters, including advising on the formation, reporting, and management of Political Action Committees (PACs). In such capacity, we routinely advise Association clients on PAC formation issues and bylaws, solicitation procedures, contribution restrictions, reporting requirements, distribution limits, and other requirements. Standard Setting Many Associations engage in formal or informal standard setting on behalf of their industry or member groups. Bryan Cave’s attorneys regularly advise our Association clients on the complex procedural and regulatory issues surrounding standard setting. We understand the sensitive nature of such collective conduct, including but not limited to the need for gaining appropriately broad industry input, providing due process, ensuring procompetitive and efficient standards are sought, protecting against undue restrictions to competition, and communicating of such standards once established. Bryan Cave’s attorneys possess the necessary expertise and experience to help Associations safely navigate the antitrust and anticompetitive regulations promulgated, interpreted and overseen by the Department of Justice (DOJ), Federal Trade Commission (FTC), and other regulatory bodies. Bryan Cave has also represented international Associations and standard setting organizations in proscribing settings for their industries. Tax and Compliance Issues With the input of our non-profit tax attorneys, we assist many Associations in key tax issues, including analysis as to whether the association performed any particular services for the convenience of its members and application of the unrelated business income tax rules.
Practices