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Tax-Exempt Organizations

Charity tax planning for multiple clients

We create tax planning solutions for the retention of public charity status. (Ongoing)

Develop nationally recognized coordinated care organization

Acts as general and specialty counsel to Health Share of Oregon (Health Share) by advising on operational, governance, integration, regulatory and compliance matters. Health Share is the largest coordinated care organization in Oregon and responsible for the physical and mental health of more than 160,000 residents. The State of Oregon received $1.9 billion in state and federal funding to help implement coordinated care through organizations such as Health Share. (Ongoing)

Foundation structuring for foundations

Restructuring and merger of multiple family foundations. (Ongoing)

Grantmaking compliance programs for multiple clients

Creates and implements grantmaking compliance programs for domestic and international grantmaking. (Ongoing)

International 'friends of' organizations for multiple clients

Forms, develops grantmaking strategies for and provides ongoing advice, including anti-terrorism diligence practices, to 'friends of' organizations supporting foreign charities. (Ongoing)

IRS and attorney general examinations for nonprofit organizations

Handles IRS and attorney general examinations of executive compensation paid by nonprofits. (Ongoing)

Nonprofit and for-profit joint ventures for multiple clients

Currently creating successful structures for nonprofit and for-profit joint ventures. (Ongoing)

Outside general counsel for Seattle Art Museum

Davis Wright Tremaine has proudly represented the Seattle Art Museum for more than 65 years. Currently serving as outside general counsel, handling and providing advice on a variety of matters, including intellectual property rights with respect to works in the permanent collection and loaned works; provenance and good title; acquisition of art works; NAGPRA; preparation, negotiation and analysis of purchase and sale agreements, loan agreements, commission agreements and exhibition agreements; tax exempt organizations; charitable gifts; corporate governance; tax exempt bond transactions; labor and employment law; and real estate transactions. (Ongoing)

Philanthropy structuring for multiple clients

Providing various clients with skilled structuring of major and significant donor gifts. (Ongoing)

Real estate development siting project for Seattle Children's Research Institute

Acquisition, development, and permitting for a one million square-foot medical research center in downtown Seattle. (Ongoing) Read more

Representation of Seattle Children’s Hospital

Representing Seattle Children’s Hospital in a variety of contested matters in which Seattle Children’s Hospital has been a charitable beneficiary, including defense of will contests, and investigation and litigation of breaches of fiduciary duty by personal representatives and attorneys in fact. (Ongoing)

Software and services agreements for nonprofit organization

Continually assisting nonprofit organizations in procuring software and technology development services, and in matters relating to trademark and intellectual property ownership. (Ongoing)

Solve longstanding tax exemption issue for organization

Assisted tax-exempt organization in successfully navigating unusual IRS and state-law processes to achieve permanent resolution of a unique, decades-old structural issue that jeopardized the organization’s tax-exempt status.

Structuring foreign-friendly charity organizations for U.S.-based charity organizations

Creation of U.S. 'friends of' organizations to support foreign charities. (Ongoing)

Tax advice with respect to major transactions involving tax-exempt organizations

Provides advice to executives and corporate counsel of major tax-exempt organizations on tax-exemption, federal tax, and state corporate law implications of restructuring transactions, mergers, asset sales, and spinoffs. (Ongoing)

Multi-party licensing and research arrangement for multistate nonprofit health system and its spinof company

Negotiated a research and licensing arrangement among a multistate nonprofit health system, its spinoff company and a large international pharmaceutical company to further research, develop and commercialize certain cancer-related technology. (2011)

RE Sources for Sustainable Communities, et al. v. Building Industry Association of Wash.

Successfully defended a trade association against claims in excess of $40 million for alleged breaches of fiduciary duty associated with the administration of a workers' compensation return on industrial insurance program and associated trust. Culminating in a trial after more than three years of litigation in multiple forums, all of petitioners' claims for monetary relief were rejected. No. C07-1519RSM (W.D. Wash. 2008); (Thurston Cnty. (Wash.) Super. Ct. 2011)

Tax-exempt equipment financing for Citrus Valley Health Partners

Represented health system in tax-exempt equipment financing issued by the California Health Facilities Financing Authority. (2010).

Vision Service Plan v. United States

Represented nonprofit vision care organization and its affiliates in federal court actions in California and Ohio seeking to restore exempt status under Section 501(c)(4) of Internal Revenue Code and obtain refund of over $50 million in federal taxes paid. (S.D. Ohio 2009)

Interstate commerce - dissociation claims for private clients

Obtained several favorable settlements in 2005-2008 in disputes with the Washington Department of Revenue claiming constitutional exemption of sales from business and occupation tax based on dissociation from in-state activities. (2008)

IRS compensation examination for private client

Successfully handled IRS audit of senior executive of large nonprofit, resulting in IRS agreeing to drop all assertions of intermediate sanctions penalties. (2008)

New market tax credit financing for Seattle Children's Hospital

$25 million new markets tax credit financing for construction. (2008)

Nonprofit merger for nonprofit entities

Merger of three nonprofit corporations owning real property subject to HUD regulatory requirements. (2008) Read more

Real estate development for Low Income Housing Tax Credit projects (multiple entities)

Represented nonprofit general partner in development and syndication for Low Income Housing Tax Credit project. (2008)

Restructuring of charitable trusts for private clients

Planned and implemented dissolution of endowment trust into operating related charity, including securing attorney general approval. (2008)

Revision of charitable use restrictions for private client

Negotiated changes in charitable use restrictions imposed by historic gift document on arts organization with state attorney general. (2008)

Spin-off of supporting organization for private client

Accomplished restructuring of California community foundation supporting organization into major corporate private foundation. (2008)

Supporting organization compliance review for private client

Performed comprehensive compliance review for large supporting organization in connection with 2006 federal tax legislation and emerging good governance practices. (2008)

Tax-exempt bonds for Seattle Children's Hospital

Issuance of tax-exempt bonds. (2008)

Tax-exempt bonds for The Overlake School

Issuance of approximately $30 million of tax-exempt bonds. (2008, 2003)

Tax-exempt bonds for Whitman College

Issuance of approximately $30 million of tax-exempt bonds. (2008)

Arizona Conference of Seventh-day Adventists v. Adventist Health System/West, etc. et al.*

Defense of a large health care system and its affiliate through trial against claims by a local church organization pertaining to the governance, transfer, and eventual sale of a local hospital and the resulting use of sale proceeds. Settled favorably after seven-day trial. (Maricopa Cnty. (Ariz.) Super. Ct.)

Formation of nonprofit corporation for Photographic Center Northwest

Handled the conversion of Photographic Center Northwest from a for-profit corporation to a 501(c)(3) nonprofit corporation.

Major Bay Area Health Care Nonprofit

Represented one of the Bay Area’s largest nonprofit health care organizations in negotiating new site leases across the Bay Area.

Merger of nonprofits for Northwest Lung Association

Statutory merger of Alaska nonprofit entity into Washington entity. Read more
* Denotes experience completed at a prior firm