Joint ventures, affiliations and mergers.
We have guided and negotiated dozens of complex, high-profile nonprofit mergers, consolidations, asset transfers and dissolutions and strategic alliances. For instance, we played key roles in the mergers of the American Society of Association Executives and the Greater Washington Society of Association Executives & the Center for Association Leadership; the American Bankers Association and America's Community Bankers; and the American Electronics Association and the Information Technology Association of America, among many others.
From the acquisition of assets, to the restructuring of organizations, to the formation of partnerships, joint ventures and limited liability corporations (LLCs), we have deep experience in every legal and tax aspect of nonprofit and for-profit corporate transactions. For instance, we have provided extensive counsel to the American Association of Homes and Services for the Aging, the American Society for Training and Development, the Council for Biotechnology Information and the American College of Radiology in this area.
In nonprofit mergers and consolidations, Venable’s experience runs the gamut from strategic advice and planning to due diligence to complex regulatory approval.
In connection with nonprofit joint ventures with for-profit companies, we have a nuanced understanding of the complex tax-exemption rules and risks.
We also frequently assist clients with the establishment and management of both nonprofit and for-profit subsidiaries. For instance, we have worked for years with the National Association of Chain Drug Stores on the creation and maintenance of numerous subsidiaries and affiliates.
We advise clients on the intellectual property, tax, liability allocation and other aspects of partnerships, joint ventures, affinity relationships, endorsements and sponsorships with both nonprofit and for-profit entities. We have worked with groups ranging from The Nature Conservancy to American Mensa to the American College of Health Care Administrators in this regard.