Securities Nonprofits

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Three Key Takeaways from the Nu Skin FCPA Settlement for a Corrupt Charitable Donation

In a rare enforcement action, the SEC settled an FCPA enforcement action for $766,000 for a charitable donation of $154,000 to improperly influence a high-ranking Chiese Communist party official to prevent a provincial agency...more

Investing Private Foundation Assets: What Every Foundation Manager Should Know

Those responsible for managing a private foundation’s investment assets may not always understand the unique fiduciary and tax constraints imposed on private foundations and their managers by both state and federal law....more

Corporate Law & Governance Update - September 2016

The following developments from the past month offer guidance on corporate law and governance law as they may be applied to nonprofit health care organizations: BUSINESS ROUNDTABLE GOVERNANCE GUIDELINES - In an...more

What, If Anything, Impedes The SEC’s Whistleblower Rule?

As I suspected, law firms are churning out memoranda on the SEC’s recent enforcement actions involving alleged impediments to whistleblowers. While accurately, summarizing these actions, I’m not sure that some of the authors...more

Colleges and Universities Targeted in Class Action Lawsuits over Operation of Retirement Plans

Multiple class action lawsuits seeking millions of dollars in damages were filed last week against eight nonprofit universities challenging the administration of their 403(b) retirement plans. The lawsuits, which were all...more

Sole interest or best interest: Equity's traditional default loyalty principle is under attack

Some in academia have been advocating that trustees generally be held to a best-interest-of-beneficiary default standard rather than the traditional and more rigorous sole-interest-of-beneficiary default standard. See Loring...more

Program Related Investments: Final Regulations

Final Regulations Highlight the Broad Range of Available PRI Purposes, Recipients and Financial Structures - Final program related investment (PRI) regulations released and effective on April 25, 2016 illustrate the...more

Crowdfunding, Online Payments, and Charitable Fundraising

Nonprofits engaged in fundraising from the general public have been “crowdfunding” for centuries! Now, however, there is a profusion of online crowdfunding platforms of different types, each with its own benefits and...more

Shelf Registration Extended Offering Period: Ready for the Municipal Marketplace?

Recently, a significant municipal issuer entered the market with its first sale under a $1 billion borrowing program that will use an offering statement style novel to the municipal market. For years, issuers of traditional...more

Should Church Debt Be Exempt From Qualification?

The California Corporate Securities Law of 1968 currently exempts from qualification any security of an issuer (1) organized exclusively for educational, benevolent, fraternal, religious, charitable, social, or reformatory...more

Will 2015 IRS Notice Boost Foundations’ Mission-Related Investing in 2016?

Foundations are effective vehicles for families who want to make a collective philanthropic impact now and for generations to come. Traditionally, foundations have achieved this impact solely through strategic grantmaking. A...more

Recent Tax Extenders and Modification Package Signed into Law

On December 18, 2015, President Obama signed into law the "Protecting Americans from Tax Hikes Act of 2015" (the Act). The Act extends a number of tax provisions that expired on December 31, 2014 and makes some of the...more

Charities and Mission Investing

Private foundations, community foundations, and other public charities and nonprofit organizations are seeking different, and sometimes innovative, ways to further their charitable purposes. One area receiving increasing...more

Recaps from Proskauer’s 20th Annual Trick or Treat Tax Exempt Seminar

Proskauer’s 20th Annual Trick or Treat Seminar was held on Friday, October 30. The Seminar discussed: - Non-Profit Revitalization Act of 2013: Recent Developments and Outstanding Issues - Recent Developments in...more

IRS Encourages Private Foundations to Consider Charitable Purposes in Investing Its Assets

As we previously reported, the IRS has updated its guidance with helpful examples concerning program-related investments for private foundations. In its recently issued Notice 2015-62, the IRS provides further assurance that...more

California Clarifies Investment Standards for Public Benefit and Religious Corporations

Without a lot of fanfare, the California State Legislature recently passed a bill that seeks to provide some clarity for charities as to how they are supposed to invest their assets. ...more

IRS Provides Guidance on Mission-Related Investments by Private Foundations

New guidance permits private foundations to consider charitable purposes when making investments with a substantial purpose of capital appreciation or the production of income....more

New Nevada Commerce Tax Effective July 1, 2015

While not purporting to give specific advice on Nevada tax law, the following is a summary of some of the general principals underlying the new tax law. A new Nevada Commerce Tax (“NCT”) was signed into law by Nevada Governor...more

Rating Agency Developments

On June 1, DBRS released its RMBS Insight 1.2: U.S. Residential Mortgage-Backed Securities Model and Rating Methodology. On June 1, Fitch released its U.S. RMBS Surveillance and Re-REMIC Criteria. On June 1, Moody’s issued...more

Who Files The Most Permit Applications?

California Corporations Code Section 25113(d) requires the Commissioner of Business Oversight to prepare and publicize an annual report of the number of permits that it issues for the offer and sale of securities. The report...more

IRS Affirms Treatment of Short Sales for UBTI Purposes

Since there are many hedge funds that utilize short selling as part of their investment strategy, it is important for hedge fund investors, including tax exempt organizations, to understand the U.S. tax treatment of these...more

Fee-Shifting Bylaw Developments In The Courts

Those expecting that the Delaware court, in a case involving Hemispherx, would soon address the as-applied validity of a fee-shifting bylaw may be disappointed. (As discussed in this post and this Cooley Alert, the Delaware...more

Key Reforms of the Russian Civil Code for Legal Entities

The changes address corporate governance, liability, and other issues. Russia continues to pursue a series of reforms to modernise its civil and commercial laws and improve the business environment. Recent amendments...more

Reminder: September 9th Effective Deadline for Issuers and Underwriters to Participate in SEC’s Municipalities Continuing...

If your organization has participated in a municipal bond or other municipal security financing in the past five years, you should be aware of the Securities and Exchange Commission’s (“SEC”) Municipalities Continuing...more

SEC's MCDC Initiative - The Clock is Ticking

Not-for-profit health care providers that have borrowed on a tax-exempt basis within the last five years should be aware of the Securities and Exchange Commission’s (SEC) Municipalities Continuing Disclosure Cooperation...more

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