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Representative Matters
Matters handled or led by Tenenbaum Law Group attorneys in recent years:
- Helped negotiate, advise, facilitate, conduct due diligence, and draft the legal documents in connection with mergers, combinations, and other affiliations between nonprofit organizations
- Advised nonprofits on a wide array of complex issues involving compliance with state nonprofit corporation statutes, corporate governance, conflicts of interest, boards and membership, and related corporate law matters
- Successfully counseled and advocated on behalf of hundreds of associations and other nonprofits in connection with the cancellation, postponement, and rescheduling of their upcoming meetings and conferences during the pandemic, and otherwise advised nonprofits in connection with a variety of pandemic-related legal issues in the areas of governance, liability from office re-openings and in-person meetings, UBIT from virtual trade shows, antitrust risks arising from member communications on pandemic-related matters, copyright issues relative to virtual conferences, remote workforce challenges, and the like.
- Worked strategically with nonprofit executives and boards in connection with the reformulation and restructuring of their corporate, tax, and governance structures, with an eye toward maximizing tax and other benefits, minimizing or isolating legal and financial risk, and simplifying governance and decision-making structures and processes
- Conducted numerous nonprofit board training sessions on fiduciary duties, what it means to be a board member of a tax-exempt nonprofit, codes of conduct, antitrust compliance, lobbying and political activity regulation, and other issues
- Defended over 75 tax-exempt nonprofits in connection with Internal Revenue Service (IRS) audits and appeals involving their tax-exempt status and related matters, the vast majority of which concluded with successful outcomes
- Led the successful defense of numerous investigations of and enforcement actions against nonprofits by federal agencies such as federal agency Inspectors General, Federal Trade Commission, U.S. Department of Justice, and Consumer Financial Protection Bureau; Congressional committees; and state Attorneys General
- Negotiated and drafted hotel and convention center, vendor, IT, licensing, consulting, and other contracts on behalf of nonprofit clients, and negotiated and drafted nonprofit CEO employment contracts (sometimes on behalf of the employer and sometimes on behalf of the executive)
- Served and continue to serve as a “consigliere” and legal sounding board to nonprofit general counsel, CEOs, COOs, CFOs, and other executives
- Advised nonprofits in the structuring of complex joint ventures with for-profit entities, as well as the use of single- and multi-member LLCs, in a manner designed to protect tax-exempt status, maximize effectiveness and net revenues, effectuate impact investing, and mitigate legal and financial risk
- Helped nonprofits analyze their current and planned business activities to minimize Unrelated Business Income Tax (UBIT), and structure and negotiate corporate sponsorship, royalty and endorsement, cause-related marketing, corporate partnership, and other arrangements accordingly and creatively
- Advised trade and professional associations in the creation and ongoing operation of certification, accreditation, and standard-setting programs in a manner designed to lessen legal risk and promote program success
- Worked with nonprofit organizations to help them protect and maximize their copyright and trademark rights, ensure appropriate licensing of such rights to others, and avoid infringing others’ copyrights and trademarks
- Assisted charities in connection with the planning, structuring, and execution of their fundraising campaigns, cause-related marketing, and commercial co-ventures in a manner that complies with all applicable state and federal laws
- Drafted and helped implement policies relating to member and volunteer use of nonprofit-sponsored or -affiliated social media platforms, and helped resolve matters involving improper use of such platforms by members and volunteers
- Counseled nonprofits in connection with basic employment and human resource issues, including employee terminations, discrimination and harassment, wage and hour issues, worker classifications, social media usage, remote employees, disability accommodations, and other matters
- Provided ongoing advice and counsel in connection with the interpretation and enforcement of numerous professional association codes of ethics, as well as codes of conduct at association conferences and other events
- Counseled nonprofits with respect to the complex array of federal and state laws regulating lobbying and political activity, including federal tax laws for 501(c)(6), (c)(4), and (c)(3) organizations, federal and state lobbying disclosure laws, the Federal Election Commission, and state regulators, and advised hundreds of trade and professional associations in connection with the operation of their federal and state political action committees (PACs)
- Helped draft, interpret, and enforce charitable gift and grant agreements
- Drafted numerous antitrust compliance policies for trade and professional associations, assisted in the structuring of programs and services to mitigate antitrust risk, delivered antirust training for boards and staff, and counseled associations in the handling and resolution of complex antitrust risks
- For a large international NGO, worked closely with the board and the senior leadership team to help lead a global governance reorganization of its affiliates and subsidiaries around the world, as well as the related volunteer leadership structure
- Conducted numerous legal audits of nonprofit organizations in a wide array of legal areas, designed to identify areas of legal risk and exposure and provide practical solutions for minimizing the same, and led dozens of large training sessions for nonprofit staff on topics including UBIT, antitrust, copyrights and trademarks, hotel and other meeting contracts, codes of conduct and ethics, and others
- Examined nonprofit insurance policies to identify potential coverage gaps based on the organizations’ programs and activities, and attendant risk
- Established “friends of” organizations in the United States to be able to lawfully raise tax-deductible charitable contributions for overseas efforts
- Drafted contract provisions, online terms and conditions, and other legal documents in connection with state, federal, and international laws and regulations governing privacy and data security
- Helped international NGOs evaluate their options relative the hiring of workers, the opening of country offices, and related matters overseas, generally in conjunction with local counsel
- Advised nonprofits on the lawful operation of raffles, sweepstakes, and other games of chance
- Advised nonprofits in connection with requested and required accommodations for those with disabilities in connection with their conferences, events, websites, professional certification examinations, and otherwise
- Served as a consulting expert witness for the California Attorney General's office in connection with 501(c)(3) tax-exemption issues and as an expert witness in litigated matters involving insurance coverage for IRS intermediate sanctions, the liability of a national organization for the acts of its chapters, and conflicts of interest, related-party transactions, and self-dealing issues
Meet Our Team
Jeff is one of the nation’s leading nonprofit attorneys, and a highly regarded and frequent author, lecturer, media commentator, and expert witness on nonprofit legal matters. Formerly the longtime chair of one of the country’s largest nonprofit law practices, he is the recipient of numerous distinguished national awards and honors.
Nisha is an experienced in-house nonprofit attorney and senior-level business partner. Formerly the associate general counsel of a large REALTOR® association in Northern Virginia, she has a broad understanding of nonprofit legal matters as well as business operations, governance, and development.
Susan Hamsher is a nonprofit attorney and business partner with experience providing legal advice in private practice and in-house at one of the world’s largest charities. She excels at incorporating complex legal requirements into effective and practical solutions to advance the strategic business objectives of her clients. Susan has a broad understanding of nonprofit legal matters as well as business operations, governance, and development.
Holly Peterson is an attorney with significant experience in the association and nonprofit, employment, and education sectors. She excels at translating complex regulatory and legal issues into practical and digestible client solutions. Prior to joining TLG, Holly served in a senior role on the Legal Resources Team and Leadership Team at the National Association of College and University Attorneys for eight years, where she was immersed in legal and operational issues impacting the nonprofit education sector, acquiring significant experience with association and nonprofit operations and management.
Kevin Serafino is an attorney with experience advising a wide range of nonprofit organizations at various stages of their development, leveraging his decade of experience working in-house at two national trade associations to provide practical and actionable legal advice to mission-driven organizations. He also counsels politically active organizations on federal and state lobbying, ethics, and campaign finance laws. Prior to joining TLG, Kevin served as an associate in the nonprofit organizations practice of a leading mid-Atlantic law firm, while also practicing in the firm’s Chambers-ranked political law group.
Kyler Mejia is an attorney (DC Bar admission pending) with experience advising nonprofit tax-exempt organizations and socially responsible businesses operating both domestically and internationally. Kyler counsels a broad range of nonprofits on a wide array of legal matters. He also acts as outside general counsel to many clients, assisting with issues related to federal tax exemption, corporate governance, contract reviews and drafting, mergers and acquisitions, subsidiaries and affiliates, hybrid corporate structures, partnerships and joint ventures, lobbying and political activity compliance, intellectual property, and more. Prior to joining TLG, Kyler worked at a boutique law firm in Tempe, AZ, focused exclusively on servicing the legal needs of nonprofits.
