Nonprofit Corporate Counsel

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Nonprofits contend with the same range of corporate matters and challenges as many for-profit companies, and additionally must follow strict guidelines to maintain their nonprofit tax status. From large hospital organizations to small charities, nonprofits strive to operate efficiently within their tax parameters while adhering to their established missions.

Saul Ewing attorneys regularly represent universities, schools, hospitals, foundations, charities, co-op boards, sporting organizations, country clubs and other nonprofit entities in a variety of corporate matters, including:

  • Forming nonprofit entities, structuring governance documents and advising on related tax matters
  • Regularly evaluating governance documents and advising the board of directors or governing body and management on appropriate governance procedures
  • Drafting, reviewing and negotiating commercial contracts covering matters such as information technology, the purchase and sale of goods, procurement and provision of services, licensing intellectual property, and employment
  • Advising and assisting nonprofits in federal and state registration, such as with state attorneys general
  • Advising on mergers, acquisitions, combinations, joint ventures, affiliations, and other transformative transactions and events
  • Counseling on the protection of their tax status 
  • Assisting with the completion of annual federal and state tax forms
  • Advising on donations and grants made to nonprofits
  • Providing advice on real estate agreements
  • Counseling on employment agreements
  • Advising on conflicts of interest
  • Providing advice on private investment issues
  • Counseling on for-profit subsidiaries 

Several of our attorneys also regularly serve as outside general counsel to nonprofit organizations, including a national charitable organization, a leading academic publisher, a nonprofit medical organization, a university foundation, and an athletic organization, acting as their primary counsel on a variety of legal matters. Many of our attorneys have also served as directors and officers of nonprofit organizations and are familiar with the business issues they face.


Key Contacts
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Richard T. Frazier
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For a selection of our nonprofit representations, click here.

  • A Blue Cross-licensed health insurance company in merger and acquisition matters. We helped the client develop strategies, performed and assessed due diligence, advised on possible structures and corporate governance, and prepared term sheets and definitive transaction documents.
  • A museum and its board of trustees in connection with the museum’s acquisition of control of a related community foundation.
  • The board of directors of a large Blue Cross-licensed health insurance company in governance matters that include revision of bylaws, policies and governance documents for the organization’s board of directors and its committees and those of its subsidiaries.
  • A large city’s tourism promotion organization in governance matters.
  • A global nonprofit organization in providing routine advice on discrete nonprofit governance and administrative issues.
  • An independent nonprofit medical organization as outside general counsel in advising on contract, compliance and disciplinary matters and general governance. We also assist with ongoing regulatory, compliance and operational issues, including physician discipline, and strategic considerations with respect to the role of a specialty board certification organization in the current health care regulatory environment.
  • A local chapter of a professional organization for architects in the United States in various corporate matters.
  • An independent institution for interdisciplinary research in revising its bylaws.
  • A local chapter of a national nonprofit organization in its governance and transactional matters.
  • A nonprofit health network in forming, structuring and implementing a community-wide, hybrid health information exchange, including advising on compliance with federal and state anti-kickback and physician self-referral statutes, privacy and security laws, including HIPAA, HITECH and protection of certain sensitive categories of information, and drafting required agreements and policies.
  • A nonprofit research foundation in connection with an acquisition of another nonprofit organization.
  • A nonprofit organization in connection with licensing patent rights and receiving stock in exchange.
  • A sporting club in its formation and interaction with a local park district.
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