Continuing Legal Education

TELESEMINAR: Structuring For-Profit/Non-Profit Joint Ventures – A National Perspective

July 29, 2014
12:00 – 1:00 p.m.
1.00 MCLE hours


Nonprofit organizations frequently partner with for-profit companies to aid its mission. These joint ventures or other forms of collaboration can provide the nonprofit additional revenue, technical advice, marketing support, or other valuable services. The nonprofit is able to further its mission and grow its activities by leveraging the resources of private industry. From the perspective of regulators, including the IRS, however, there are many concerns, including whether the nonprofit’s tax exempt status is being exploited for private gain or other inappropriate purpose. If these joint ventures and other collaborative efforts are not carefully structured and operated, they can easily cost the nonprofit its tax-exempt status or subject it to certain substantial penalties. This program will provide you with a real-world guide to structuring joint ventures and other collaborations between nonprofit organizations and for-profit companies, essential due diligence items for nonprofits, a detailed discussion of the tax rules and penalties involved, and practical advice on mitigating risk.


  • Structuring and drafting joint ventures between nonprofits and for-profit companies
  • Risks to a nonprofit’s tax exempt status in joint ventures and other collaborations – and mitigating that risk
  • Types of joint ventures – contractual ventures, entity ventures, full integration – and choice of entity
  • Essential due diligence for nonprofits considering joint ventures/collaborations
  • Terms of collaboration – scope of venture, exclusivity, management, allocation of costs, and termination
  • Understanding the relationship of “control” and the Unrelated Business Income Tax (UBIT)
  • Issues in joint ventures between nonprofit organizations


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Program Speaker:
Michael Lehmann,
Manatt, Phelps & Phillips, LLP, New York



Michael Lehmann is a partner in the New York office of Manatt, Phelps & Phillips, LLP, where he specializes in tax issues related to non-profits and in the tax treatment of cross-border transactions.  He advises hospitals and other health care providers, research organizations, low-income housing developers, trade associations, private foundations and arts organizations. He advises clients on obtaining and maintaining tax-exempt status, executive compensation, reorganizations and joint ventures, acquisitions, and unrelated business income planning. Mr. Lehmann received his A.B., magna cum laude, from Brown University, his J.D. from Columbia Law School, and his LL.M. from New York University School of Law.