Spring 2016 Course Schedule

Nonprofit Law: Complex Transactions (CANCELLED) (LAW-852C-001)


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There are no prerequisites for this course. However, we recommend that students have taken at least one class in tax law, business law, or nonprofit law, or have the equivalent relevant experience.

Students are encouraged to consult with the professors if they have not completed any of the recommended courses and/or they are concerned about their ability to complete the course successfully. For example, if a student possesses relevant professional experience, then professors will welcome the student upon consultation even if she has not completed any of the recommended courses.


The purpose of this course is to provide students with the legal foundation and technical skills required to effectively and ethically counsel 21st-century tax-exempt nonprofit organizations through organization-changing transactions and collaborations with for-profit and tax-exempt parties. Through a series of simulated complex transactional exercises that are based on the professors’ professional experience and actual cases and rulings, students will serve in a variety of roles in and for tax-exempt nonprofit organizations as they structure new lines of business to subsidize their charitable programs; develop an advocacy campaign during an election year; and launch commercial ventures in collaboration with private foundation and for-profit investors.

This innovative course provides a unique opportunity for WCL students to expand their drafting, negotiating, and creative lawyering skills, as well as their facility with nonprofit tax and corporate law concepts, by working through sophisticated, yet increasingly common, transactions and collaborations involving nonprofit organizations. Grounded in real-world examples and drawing from the leading cases, federal tax authorities, and other guidance consulted by nonprofit practitioners, all of the preparation and work that students complete for this course (both in and out of class) will prepare them to practice as nonprofit and transactional attorneys.

Students will review relevant materials and will be required to assume different roles that will inform their decisions and counseling choices in a variety of complex transactions that are structured to maximize learning over the duration of the course


Textbooks and Other Materials

The textbook information on this page was provided by the instructor. Students should use this information when considering purchases from the AU Campus Store or other vendors. Students may check to determine if books are currently available for purchase online.

•Fishman, Schwarz, & Mayer, Nonprofit Organizations, Cases and Materials (5th ed.) ("Casebook")

•Selected provisions of the Internal Revenue Code and Federal Tax Regulations (as noted)

•Key cases, IRS rulings, and IRS publications (as noted)

First Class Readings

•Casebook pages 315–322, 445–452, 458–460, 461–471, 474–478, 497–506, 508, 703–704, 721–722, and 739–749

•Internal Revenue Code (“IRC”) § 501(c)(3); Treasury Regulation (“Treas. Reg.”) § 1.501(c)(3)-1.

•IRC § 4958 (skim).

•Am. Campaign Academy v. Comm’r, 92 T.C. 1053 (1989).


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