OVERVIEW

With more than 600 association and nonprofit clients nationwide, Venable has one of the largest concentrations of attorneys providing counseling and advocacy for trade associations, professional societies, and other nonprofit organizations.  Our clients - ranging from a who's who of trade and professional associations to some of the nation's largest philanthropic organizations - call on us for assistance in matters of general association and nonprofit law, and in matters unique to their industries or professions. Venable itself is one of The American Lawyer’s top 100 law firms, headquartered in Washington, D.C. and with offices in Maryland, Virginia, New York, California, and Delaware.

As a result of our extensive experience in representing associations, virtually no legal issue or problem is new to us. This enables us to provide precise answers and workable solutions to our association clients on a responsive and cost-efficient basis, all with a legal style marked by ingenuity and pragmatic judgment. In addition, our understanding of the nature and business of associations - derived not only from our legal practice but from our deeply rooted participation in the association community we represent - enables us to offer broader and more useful counseling that recognizes practical management, political and business considerations. Finally, instead of simply saying, "No, you can't do that," we pride ourselves on our ability to find innovative solutions to the seemingly most intractable problems and challenges facing our clients.

Regarding our structure, Venable maintains a core group of attorneys who concentrate exclusively on the legal needs of associations and nonprofit organizations.  Not only does this core group work day in and day out addressing the legal issues of our association and nonprofit clients, but it also is comprised of numerous attorneys who previously worked in in-house legal positions at associations.  For instance, Jeff Tenenbaum and George Constantine worked in-house at the American Society of Association Executives, Jonathan Pompan at the American Chemistry Council, and Beth Caseman at Volunteers of America.  This in-house experience has proven to be invaluable in understanding and relating to the unique needs and nuances of our clients.

Our association practice also draws frequently on the resources of Venable's nearly 600 attorneys throughout the country who practice in other, relevant areas such as employment, tax and employee benefits, intellectual property, technology transactions, real estate, antitrust and trade regulation, insurance, litigation, legislative and regulatory affairs, and administrative law.  Venable's attorneys not only are some of the best in the country at what they do - and whose resumes read like a laundry list of credentials and achievements in their respective areas of concentration - but they provide a level of responsive, efficient legal service unrivaled in the association legal community.

OUR EXPERIENCE

Venable brings to each new association or nonprofit client the experience drawn from client engagements such as these:

• Representing the Greater Washington Society of Association Executives and The Center for Association Leadership in their merger involving the American Society of Association Executives and the ASAE Foundation, and now serving as special counsel to ASAE & The Center for Association Leadership
• Drafting amicus briefs for the Information Technology Industry Council, Associated Builders and Contractors, and the National Association of Manufacturers in U.S. Supreme Court cases
• Establishing new professional certification programs for the American Society for Training and Development, the Construction Financial Management Association, and the Association of Clinical Research Professionals, and overhauling the member ethics enforcement procedures of the Project Management Institute
• Counseling and defending the American Red Cross in the labor and employment area
• Handling software vendor disputes in court for the U.S. Chamber of Commerce and the United Way of America
• Assisting the Independent Insurance Agents and Brokers of America, the National Association of Home Builders, the National Association of Chain Drug Stores, and America’s Community Bankers in the creation and management of relations with their multiple subsidiaries and affiliates
• Preparing comprehensive antitrust compliance manuals for the U.S. Telecom Association and the National Telecommunications Cooperative Association
• Drafting enforcement procedures for safety and environmental standards promulgated by the International Council of Cruise Lines and advising the Information Technology Industry Council on all aspects of its extensive consensus standard-setting process
• Representing the United Way of the National Capital Area in its recent efforts to institute new governance structures and procedures
• Drafting a guide to federal and state advertising laws for the International Mass Retail Association
• Counseling the National Association of Chain Drug Stores, the U.S. Telecom Association, and the Air Conditioning Contractors of America in connection with federal election law compliance
• Providing federal regulatory advocacy on behalf of the Direct Marketing Association, the Recording Industry Association of America, The Sugar Association, and the Outdoor Advertising Association of America
• Negotiating complex copyright and trademark licensing agreements for the Public Relations Society of America, the American Association of Homes and Services for the Aging, the National Fallen Firefighters Foundation, and the New York American Marketing Association
• Conducting an intellectual property audit for the Refrigeration Service Engineers Society and providing staff training on copyright issues for the American Society for Training and Development and the American Orthotic and Prosthetic Association
• Advising the Cellular Telecommunications and Internet Association, the American College of Emergency Physicians, and the American Staffing Association, and the American Coalition for Clean Coal Electricity on complex retirement and benefit plan issues
• Negotiating the headquarters building sale and purchase for the Special Libraries Association, and assisting the American Institute of Architects in connection with the “greening” and renovation of its headquarters building
• Lobbying Capitol Hill on behalf of the NCAA, the WNBA, the Air Transport Association, the National Foundation for Credit Counseling, the Real Estate Roundtable, the North American Spine Society, and the National Multiple Sclerosis Society, the Screen Actors Guild, the Creative Coalition, and many other associations

In addition to serving the association and nonprofit sector, Venable attorneys are deeply engaged in the association community they represent. Our attorneys contribute in many ways, including giving speeches, writing articles, serving on boards and committees, and offering their time and resources to various association events and initiatives. Venable’s attorneys give more than 75 presentations a year to association executives and publish over 150 articles annually on association legal issues. A listing of many of these contributions and activities can be found on our website, www.venable.com/associations. Specifically, an index of the numerous articles written by Venable attorneys on association legal topics can be found at www.venable.com/associations/publications, and a searchable index of news and speaking presentations can be found on our website as well.

INTEGRATED LEGAL SERVICES

As a full-service law firm with nearly 600 attorneys – all of whose bios are available at www.venable.com and searchable by area of law – Venable is able to provide a range of integrated services that are particularly important to our association and nonprofit clients. While our core group of association attorneys – Jeff Tenenbaum, Brock Landry, Bob Waldman, George Constantine, Thora Johnson, Jonathan Pompan, Beth Caseman, Kristen Sitchler, Ann Thomas, Matthew Journy, Aaron Hiller and Yossi Ziffer – spends all of its time addressing the legal issues affecting our association clients, our practice is much broader than that, drawing on the knowledge and experience of attorneys throughout the firm, in virtually every area of law. This combination has proven to be extremely effective, efficient and beneficial to all of our clients.

Below are highlights of some of the key areas and issues on which our association practice places its focus:

• Corporate Governance and Contracts. Venable advises association and nonprofit clients on a full range of governance-related matters, including bylaws, policies and procedures, conflicts of interest and fiduciary duties, codes of ethics and related enforcement procedures, private inurement and private benefit, parliamentary procedure, membership standards, structural and legal relationships with foundations, taxable subsidiaries, chapters, affiliated federations, and other industry organizations, and leadership, management and oversight structures. We also regularly attend our clients’ board, executive committee, and other meetings as needed. Contracts are a core aspect of any association general counseling practice. Not surprisingly, there is rarely a breed of contract for which we do not have a model form and dozens of samples to draw upon, and which we have not previously drafted, negotiated, revised, or, if necessary, litigated. Consequently, from meeting, trade show, and hotel and convention center contracts to chapter affiliation agreements to endorsement and sponsorship agreements, we bring very experienced perspective to the resolution of contractual issues for our clients.
  
  
• Tax and Employee Benefits. Our firm's tax and benefits attorneys provide the full range of counsel to our tax-exempt organization clients. We provide support and legal guidance with respect to issues including recognition of tax-exempt status; defense of IRS and state tax audits (we are currently handling more than 40 active IRS audits of tax-exempt organizations); establishing and managing relationships with subsidiaries and affiliates; unrelated business income tax planning and restructuring; retirement plans; employee benefits; executive compensation; private inurement and private benefit; charitable solicitation, substantiation and registration; public disclosure requirements; tax-exempt bonds; charitable planned giving; trusts and estates; lobbying limitations, tracking and reporting; and sales and use taxation and exemption. Jeff Tenenbaum - a former legal staff member of the American Society of Association Executives (ASAE) - is the author of the popular book, Association Tax Compliance Guide, published by ASAE, and is a frequent lecturer and author on nonprofit tax issues for ASAE and other industry organizations. He also serves as special counsel to ASAE & The Center for Association Leadership. (George Constantine also is an ASAE alumnus, having served as ASAE's staff counsel before joining Venable.) Moreover, Venable is ripe with seasoned practitioners in the area of tax controversy , including Sue Edlavitch, a veteran of the IRS Chief Counsel's Office, as well as tax policy attorneys (on both the legislative and regulatory fronts), including Sam Olchyk (formerly tax counsel for the Senate Finance Committee and legislation counsel for the Joint Committee on Taxation), Ray Beeman (who joined Venable from the Joint Committee on Taxation, where as legislation counsel he focused on tax exemption issues, among others), Patricia McDermott (who joined Venable from the Joint Committee on Taxation, where she served as legislation counsel; she previously served in the IRS Chief Counsel's office as well), and Brian Schwalb (former trial attorney for the U.S. Department of Justice, Tax Division). Venable's breadth and depth in the tax and benefit area has proven to be of enormous benefit to our association clients.
  
  
• Employment Law. Venable’s labor and employment attorneys provide counsel to our association and nonprofit clients in every aspect of employment law, including developing employment policies and agreements; prosecuting and defending litigation in federal and state EEO agencies and in court; mediation, arbitration and other forms of alternative dispute resolution; age, race, sex, disability and other discrimination claims; sexual harassment allegations and investigations; affirmative action planning; employment class actions; hiring, firing and promotion concerns; overtime rules; executive contracts and compensation; privacy concerns; defamation claims; disputes with unions; immigration questions; occupational health and safety matters; and employee benefits.
  
  
• Joint Ventures, Affiliations and Mergers. With one of the nation’s leading practices in this area, Venable is fluent in all legal aspects of nonprofit and for-profit acquisitions, restructurings, partnerships, LLCs, joint ventures, and other affiliations. We frequently assist our clients with the establishment and management of both nonprofit and for-profit subsidiaries, and we advise clients on the intellectual property, tax, liability allocation, and other aspects of a wide array of partnerships, joint ventures, affinity relationships, endorsements, and sponsorships. Our diverse experience in this area enables us to provide creative, cutting-edge counsel to our clients. On the merger front, Venable is experienced in handling all legal elements (corporate, governance, tax exemption, benefit plans, employment policies and procedures, intellectual property, etc.) of dozens of complex, high-profile nonprofit mergers, consolidations and dissolutions.
  
  
• Antitrust. Antitrust is an essential element of counseling trade associations, given the interaction of competitors at association meetings and the vigilance of antitrust authorities regarding potential abuses of association programs and activities. Venable attorneys including Brock Landry, Ed Glynn, Lisa Jose Fales, Bill Coston, Melissa Steinman, and Jennifer Mallon, among others, have significant experience in this area and has counseled hundreds of trade associations on antitrust compliance and helped defend them from antitrust investigations and claims. For instance, we have long been involved with the American National Standards Institute process, have drafted antitrust compliance manuals for organizations such as the U.S. Telecom Association and the National Telecommunications Cooperative Association, and regularly counsel the National Association of Chain Drug Stores and the Independent Insurance Agents and Brokers of America on the antitrust risks posed by new ventures and activities. We also regularly handle large-scale civil and criminal antitrust investigations and litigation for our corporate clients nationwide. From former federal antitrust enforcement officials to seasoned antitrust litigators, Venable has one of the premier association antitrust practices in the nation.
  
  
• Certification Programs, Standard-Setting and Tort Liability. Venable has extensive experience in the area of standard-setting, certification and accreditation. For instance, we serve as ethics counsel for the member ethics enforcement program of the Project Management Institute. We advised the Association of Clinical Research Professionals on the overhaul of its membership code of ethics. We worked with the Construction Financial Management Association in the development of a new professional certification program, now operated by an affiliated entity we created. Venable assisted the American Society for Training and Development with the creation of a program to certify e-learning software, followed by the creation of a professional certification program. We advise the American Society of Civil Engineers in connection with its member ethics program. We prepared a set of enforcement procedures in connection with new mandatory safety and environmental standards promulgated by the International Council of Cruise Lines. We counsel the Information Technology Industry Council on all aspects of its consensus standards-making process. And we advised the Tire Industry Association, the Air Conditioning Contractors of America, and the National Propane Gas Association on their technician certification programs, to cite a few examples. Our counsel with respect to certification programs and standard-setting activities extends beyond the realm of antitrust into tort liability, defamation, due process, Americans with Disabilities Act compliance, and the taxation of certification program income. In addition, managing the risk of tort liability plays a particularly significant role in the advice we give to clients in areas ranging from online job banks and referral programs to endorsements, technical manuals, and consulting services. For instance, Brock Landry and other Venable attorneys have been very innovative and successful in helping a variety of trade associations minimize the tort and antitrust liability risks of their membership, certification, standard-setting, and related programs.
  
  
• Intellectual Property and Technology Transactions. Venable has a full-service intellectual property practice of some 70 attorneys who advise association and nonprofit clients in every aspect of intellectual property law. We address many of the unique issues that associations face, such as the role directors, committee members, and volunteer authors and speakers play in the creation of copyrightable works, the descriptiveness of many association trademarks, the use of association logos by members, and the peculiarities of certification and collective marks. We also advise our clients on a range of Internet and e-commerce issues. We represent clients in all aspects of intellectual property law, including patents, technology licensing and transactions, trademark, copyrights, trade secrets, and antitrust and unfair competition, including in litigation. We routinely prepare trademark, copyright and patent registration applications, offer opinions regarding trademark, copyright and patent clearances, infringement, validity, and enforceability, and prosecute and defend intellectual property claims in court. We also negotiate and draft domestic and international intellectual property and technology licenses, technology transfer contracts, joint venture agreements, and research contracts. Finally, our attorneys are very familiar with – and some of the country’s leading authorities on – the federal and state laws and regulations governing electronic mail (such as the CAN-SPAM Act), faxes and telemarketing (such as the Telephone Consumer Protection Act), including their unique applicability to associations. Jeff Tenenbaum and Ellen Berge are currently authoring the new book, CAN-SPAM Compliance Guide for Associations, to be published by ASAE & The Center for Association Leadership.
  
  
• Political Activity and Federal Election Campaign Law. Our firm is extremely well versed in the federal and state laws and regulations governing political activity, including both election and tax laws. We regularly counsel association and nonprofit clients regarding the establishment and operation of association federal and state PACs; federal and state laws governing association political communications, contributions and other political activity; federal tax and election law limitations on association political activity; federal and state lobbying registration and reporting requirements; the federal lobbying tax law affecting association membership dues deductibility; the federal tax limitations on lobbying by 501(c)(3) organizations; and congressional ethics and gift rules.
  
  
• Legislative Advocacy. With its headquarters in Washington, D.C., Venable helps many of its association and nonprofit clients negotiate the legislative and regulatory world that resides in our nation's capital. Venable has a nationally recognized legislative practice. The Capitol Hill newspaper Roll Call recently referred to Venable as a "powerful lobbying firm." Our formidable legislative practice has more than 25 senior legislative advisors, including luminaries such as former U.S. Senator Birch Bayh of Indiana and former U.S. Secretary of Transportation James Burnley. Jim Burnley and another of Venable's legislative partners, Jeff Kurzweil, were named as two of "Washington's Lobbying Leaders" by Influence magazine, and Tom Quinn is one of the most well-connected, veteran lobbyists in Washington, consistently included in rankings of D.C.'s top lobbyists. Three of the most recent additions to our legislative group include William Norwind, straight from his position as counsel and policy coordinator for the U.S. House of Representatives' Energy and Commerce Subcommittee on Telecommunications and the Internet; Ray Shepherd, straight from his position as Chief Counsel for the U.S. Senate Permanent Subcommittee on Investigations; and Bill Donovan, longtime in-house general counsel for the National Association of Federal Credit Unions, where he spearheaded NAFCU's regulatory and legislative advocacy. Our legislative attorneys and senior legislative advisors help clients in every aspect of the legislative process, including helping to develop, draft and guide legislation; drafting committee report language; preparing witnesses for congressional hearings; and testifying before congressional committees on behalf of clients. Importantly, our legislative practitioners often work in close conjunction with our core group of association attorneys, as well as with commercial, appellate and regulatory litigators, as part of an orchestrated, multi-faceted approach to problem-solving for our association clients that has delivered effective, efficient results.
  
  
• Regulatory Advocacy and Compliance. Venable offers the full range of counsel and advocacy in administrative and legislative hearings, rulemaking and regulatory proceedings, as well as regulatory compliance. From the Federal Trade Commission to the Food and Drug Administration, from the Federal Election Commission to the Federal Communications Commission, and from the U.S. Department of Justice to the U.S. Department of Defense, we represent clients in opposition to, or in support of, key regulatory agencies - advocating for or against policies, regulations and legislation in the interests of our clients and the public. We understand well the regulatory and policy components of these agencies, as well as the relationship between the agencies and Congress. Venable's approach to anticipating and solving problems often includes detailed client counseling on regulatory compliance, petitioning and negotiating with agency officials, preparing and filing formal comments, pursuing legislative remedies, and, where necessary, litigating aggressively, both in support of and in opposition to regulatory agencies. For instance, the experience of Brock Landry and Ian Volner representing associations in the federal and state regulatory arenas spans several decades; their collective regulatory victories are both numerous and impressive. In addition, our regulatory practice is filled with seasoned veterans from the agencies' upper ranks, such as former U.S. Secretary of Homeland Security and former Drug Enforcement Administration Administrator Asa Hutchinson, former SEC assistant director for enforcement Nancy Grunberg, former FTC officials Ed Glynn and Gary Hailey, former FDA official David Adams, former OMB counsel John Cooney, longtime Comptroller of the Currency senior official Ralph Sharpe, U.S. Department of Justice veterans, Bill Coston (antitrust), Tom Madden (Office of Justice Programs), and Jud Starr, Jerry Block, and Peggy Strand (environmental), as well as numerous U.S. Department of Defense government contract attorneys. And while high-profile regulatory advocacy may garner the headlines, counseling our clients on regulatory compliance - such as postal regulations and the rules governing raffles and lotteries - is a core aspect of our association practice.
  
  
• Litigation. Venable has a nationally recognized litigation practice comprised of more than 150 attorneys. In addition to our longstanding, respected practices in the Washington, D.C. and Baltimore, MD metropolitan areas, Venable’s expansion into New York City and Los Angeles – the result of mergers with several litigation boutique firms – has added a formidable team of aggressive, accomplished litigators on both coasts. Our corporate litigation clients include Wal-Mart, MBNA America, Goodyear, Marriott, Abbott Laboratories, Merck, Ford Motor Company, Raytheon, Lockheed-Martin, Compaq, Verizon, Giant Food, and many others. We have litigated in most federal trial and appellate courts in the nation, including four successful cases in the past five years before the U.S. Supreme Court. We have argued cases before the National Labor Relations Board and filed amicus curiae briefs on behalf of organizations such as the U.S. Chamber of Commerce, the National Association of Manufacturers, and Associated Builders and Contractors in a range of cases. Venable is currently defending more than 25 nationwide class actions, many as lead counsel. We frequently bring our litigation capabilities to bear in defense of our association and nonprofit clients in New York, California and throughout the country. We are currently defending several of our nonprofit clients in class action lawsuits and in lawsuits brought by federal and state government agencies, and we routinely represent our nonprofit clients in a broad array of business litigation and arbitration. For example, we have defended multiple cases alleging conspiracy related to product liability issues arising from industry products, and have defended numerous lawsuits filed by the Federal Trade Commission and other federal and state agencies. Working on behalf of the U.S. Chamber of Commerce, we led a team pursuing damages litigation in the U.S. District Court for the Eastern District of Virginia and a parallel arbitration before the American Arbitration Association regarding a failed software development and outsourcing project. Working on behalf of the United Way of America, we helped terminate a software vendor for cause and then successfully pursued mediation in advance of litigation.
  
  
• Insurance. We routinely advise our association clients on insurance coverages and claim procedures, both on the property & casualty and health & benefit sides. We are very familiar with all of the major nonprofit professional / directors and officers liability policies, and frequently advocate with insurance carriers on our clients’ behalf. In addition, insurance can be a lucrative non-dues revenue source. We have structured numerous group insurance programs for associations, their chapters, and their subsidiaries through a variety of mechanisms. Finally, we have counseled numerous association clients in the establishment and operation of captive insurance companies.
  
  
• Real Estate. Venable’s highly respected real estate practice assists clients with complex commercial real estate transactions, including structuring sale, purchase or lease transactions, preparing financial documentation, and obtaining land use approvals. For instance, we represented the Special Libraries Association in the sale of its historic D.C. headquarters building and the purchase of its new Alexandria, Virginia headquarters, and did the same for the Air Conditioning Contractors of America prior to that. We also advise clients on the tax implications of various real estate transactions, including, most recently, the American Institute of Architects. Venable has particular experience representing title holding subsidiaries of tax-exempt organizations including 501(c)(2) and 501(c)(25) entities, as well as single-member limited liability corporations. We are very familiar with the unrelated business income issues that surround the use of these entities, as well as the limitations on their activities.

CONCLUSION

Widely regarded as having one of the nation’s premier association and nonprofit legal practices, Venable is steeped in the nuances, challenges and opportunities of association law – as well as the distinct culture, governance and politics of associations. We have the experience and ingenuity to help our association and nonprofit clients meet the needs and demands of their members, constituencies and industries. Venable’s association practice provides its clients with pragmatic, creative solutions to their legal challenges on a responsive, cost-efficient basis. Our capabilities and experience in association law are unmatched nationwide, making Venable remarkably well prepared to meet each and every legal need of our association clients. We take great pride in our leadership role in the association bar and will continue to be an active participant in the association community we represent.