Securities Nonprofits

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SEC Proposes Significant Alterations for Financial Obligation Disclosures for Governmental Issuers and Certain Nonprofit...

The Securities and Exchange Commission (the "SEC") recently sent a clear message to participants in the municipal markets: it intends to require a greater level of disclosure, and more timely disclosure, regarding an...more

IRS Notice: Conservation Easements for Charitable Giving

In Notice 2017-10, the Internal Revenue Service recently issued guidance on syndicated conservation easement transactions presumed to be used as tax shelters. This addition to the “listed transactions” under Section...more

Introduction To US Benefit Corporations: US Subsidiaries of Foreign Parents Doing Good by Bridging Profitability and Responsible...

In 2006, Yvon Chouinard, the founder of sportswear giant Patagonia, published a corporate memoir that would equally inspire board members in three-piece suits and surfers in wetsuits. Let My People Go Surfing: The Education...more

TIC Form SHC Deadline Approaching to Report U.S. Ownership of Foreign Securities

The U.S. Department of the Treasury recently released a revised Form SHC (with corresponding instructions), which is part of the Treasury International Capital (TIC) data reporting system. Form SHC is the mandatory five-year...more

The DBO As Religious Regulator

In December last, the Department of Business Oversight published the 2016 Commissioner’s Report on the Offer or Sale of Securities by Permit under Corporations Code Section 25113. This report, which is required by California...more

Executive Compensation Alert: IRS Filing and Reporting Requirements for ISO Exercises and ESPP Stock Transfers

This Client Alert is intended to remind you of certain year-end reporting requirements under Section 6039 of the Internal Revenue Code of 1986, as amended (the “Code”), with respect to stock issued to employees (or former...more

Five Gnostic Exemptions From The Qualification Requirements Of The Corporate Securities Law

When looking for exemptions from the qualification requirements of the California Corporate Securities Law of 1968, a good place to start is Chapter 1, Part 2, Division 1 of Title 4 of the Corporations Code. Cal. Corp. Code...more

Impact Investing and Private Foundations

Bryan Cave recently organized a half-day symposium examining the opportunities and legal considerations related to responsible and impact investing strategies. The Responsible and Impact Investing Symposium, held on November...more

Private Foundations: Taking Them Beyond Checkbook Philanthropy

Today, we are seeing more sophisticated inquiries by founders of private foundations in line with the discussions surrounding social impact investing. For many years, high-net-worth individuals have used the same formula to...more

Corporate Law and Governance Update - October 2016

New Officer and Director FCA/Stark Exposure - Recent developments may merit a measured briefing to corporate leadership on the potential exposure of health industry officers and directors to financial penalties and other...more

Lessons Learned from Nu Skin

The enforcement action against manufacturer Nu Skin Enterprises highlights the risks of making charitable donations in high-risk countries without conducting meaningful anticorruption due diligence....more

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

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

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