Michael A. Lehmann

Not-for-Profit Organizations

• Advised many not-for-profit organizations in connection with mergers of not-for-profit corporations, acquisitions of other non-profits corporations, consolidations and combinations of not-for-profit corporations and conversions of type of organization utilizing a variety of creative and innovative structures tailored to the specifics of the organizations involved.
• Represented numerous not-for-profit organizations in connection with structuring joint ventures, affiliations and strategic alliances with business entities, including forming limited liability companies, drafting joint operating agreements and forming partnerships.
• Served as regular outside counsel to several private foundations, providing services in connection with both routine corporate level transactions as well as in connection with private foundation excise tax matters.
• Obtained Section 501(c)(3) status for parents of multi-entity hospital systems, stand-alone hospitals, other health-related organizations, scientific research organizations, private foundations, arts organizations and other not-for-profit corporations.
• Served as special counsel to several private foundations requiring formal legal opinions or private letter rulings on virtually all types of private foundation excise taxes (excess business holdings, self-dealing, taxable expenditures).
• Assisted numerous Section 501(c)(3) corporations in planning and compliance related to unrelated trade or business income and unrelated debt financed income.
• Advised Section 501(c)(3) organizations regarding the establishment of affiliated lobbying organizations, political committees and trade organizations.
• Advised health care and other not-for-profit organizations in structuring lobbying activities, including compliance with Section 501(h).
• Represented many Section 501(c)(3) organizations in fiscal agency arrangements with non-Section 501(c)(3) organizations.
• Advised a wide variety of not-for-profit organizations on charitable fund raising structures and compliance, including forming auxiliaries, "friends of" organizations and related activities.
• Advised not-for-profit educational and health organizations on formation and operation of offshore captive insurance companies.
• Represented numerous not-for-profit organizations in structuring real estate investments and activities.
• Advised not-for-profit managed care plans on the implications of insurance activities.
• Represented numerous not-for-profit organizations in licensing arrangements and managing related tax issues.
• Assisted numerous not-for-profit organizations in developing for-profit subsidiary and for-profit holding company structures.
• Represented numerous not-for-profit and for-profit organizations in connection with obtaining private letter rulings on a variety of issues, including unrelated trade or business income, ERISA controlled groups, activities of qualified plans, status of VEBAs, taxation of real estate transactions, not-for-profit/for-profit joint ventures and tax ownership of leased equipment.
• Advised several New York metropolitan area hospital systems on physician practice acquisitions, physician incentive compensation and physician recruitment and retention programs.
• Assisted numerous not-for-profit corporations in IRS Form 990 planning and compliance.
• Advised trustees and senior management of numerous Section 501(c)(3) regarding issues under the "intermediate sanctions" rules regarding executive compensation and other potential "excess benefit transactions".
• Obtained real property tax exemptions for many not-for-profit organizations.
• Developed conflict of interest policies for a broad spectrum of Section 501(c)(3) organizations.
• Represented numerous not-for-profit and for-profit corporations in audits and controversies involving federal, New York State and New York City tax authorities.
• Served as institution counsel for a variety of tax-exempt bond offerings involving hospitals and health care related borrowers.
• Served as institution counsel for a variety of debt restructurings involving transitions from taxable debt to tax-exempt debt, and vice versa.
• Served as developer's counsel and also as investor's counsel in low-income housing development projects and low-income housing tax-credit projects.
• Advised a wide spectrum of charitable organizations on establishing and maintaining endowment corporations.
• Advised many Section 501(c)(3) organizations on complex charitable giving structures, such as charitable remainder trusts and charitable lead trusts.
• Represented many non-profit organizations in obtaining and defending real property tax exemption, sales and other tax exemptions.

Includes matters handled at Dechert or prior to joining the firm.

• Governance for Nonprofits - A National Perspective —Illinois State Bar Association, Illinois (April 14, 2016)
• Nonprofits 101 — Dechert LLP, New York, NY (October 18, 2016)
• Green Bonds: Trends & Updates in 2017 — The Knowledge Group, New York, NY (July 26, 2017)
• 2016 Nonprofit Law/Exempt Organizations Update - A National Perspective — Illinois State Bar Association, Illinois (January 20, 2016)
  
• Choice of Entity for Nonprofits & Obtaining Tax Exempt Status - A National Perspective — Illinois State Bar Association, Illinois (November 18, 2015)