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LaVerne Woods

Chair, Tax-Exempt Organizations Practice
LaVerne Woods chairs the firm's Tax-Exempt Organizations (TEO) group. She has over 25 years of experience in working with the nonprofit sector and is a frequent writer and speaker in the area both nationally and regionally. Her practice spans a broad range of issues affecting charities, including federal tax exemption, governance, endowment management, mergers, and joint ventures. She has a special interest in health care, social entrepreneurism, and international philanthropy. LaVerne represents organizations across the nonprofit spectrum, including: family and corporate foundations, community foundations, supporting organizations, global health and relief organizations, hospitals, health plans, colleges and universities, research institutes, charitable trusts, social service and arts organizations, trade associations, and government agencies.

Practice Highlights
  • Grantmaking Compliance - Designs and implements grantmaking compliance programs for private foundations, community foundations, supporting organizations and donor-advised funds
  • Family Philanthropy - Represents family foundations of all sizes in federal tax planning and compliance
  • Corporate Philanthropy - Advises corporations on giving initiatives through company foundations and corporate philanthropy
  • Unrelated Business Income - Provides planning advice and opinion letters regarding unrelated trade or business activities
  • Governance - Provides comprehensive review of governing documents and policies and advises on restructuring options
  • Controversies - Represents tax-exempt organizations in IRS examinations and challenges to tax-exempt status and state Attorney General investigations
  • International Philanthropy - Establishes "friends of" organizations to support foreign charities and designs options to facilitate cross-border grantmaking and giving
  • Executive Compensation - Designs compensation packages and approval procedures in satisfaction of IRS and state law reasonableness standards 
  • Major Gifts - Works with charities and donors to structure major endowment and operational gifts
  • Endowment Management – Advises charitable institutions on spending and investment compliance with state endowment laws 

Representative Experience

Corporate philanthropy for publicly-traded companies

Advises Fortune 500 companies and other business enterprises on corporate foundations, in-house corporate philanthropy programs such as matching gifts, disaster relief and employee assistance programs, charitable collaborations, and public giving initiatives. (Ongoing)

Federal tax controversies for national health provider

Handling IRS controversies regarding qualification for exemption for national vision service health plan. (Ongoing)

Governance consulting for multiple clients

Advising universities, healthcare organizations, research organizations and others on nonprofit governance practices. (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)

Investment fund consulting for multiple clients

Advises investment funds on federal tax considerations for tax-exempt investors. (Ongoing)

National AIDS research foundation

Negotiating management agreement and providing federal tax and general advice on all aspects of operations. (2011 and Ongoing)

Procedures for rebuttable presumption of reasonableness for tax exempt organizations

Assists boards of tax-exempt organizations, their compensation committees, and human resources departments with designing and implementing procedures for approving executive compensation to create a “rebuttable presumption” of reasonableness under the federal tax law “excess benefit” rules in order to protect the organization, its executives, and board members. (Ongoing)

Acquisition of nonprofit pharmaceutical research organization

Headed up team of outside attorneys on acquisition of control over research organization by nonprofit global health organization. (2011)

Naming gift for performing arts center

Negotiated naming gift from family foundation for new performing arts center. (2010)

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)

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)

Professional & Community Activities

  • Past Chair, Exempt Organizations Committee, Section of Taxation, American Bar Association
  • Co-chair, Private Foundations Subcommittee, Exempt Organizations Committee, Section of Taxation, American Bar Association
  • Past Chair, Board of Advisors, National Center on Philanthropy and the Law, New York University Law School
  • Committee on Government Submissions, Section of Taxation, American Bar Association
  • Co-convener, Legal Work Group advising the Independent Sector’s Panel on the Nonprofit Sector
  • American Law Institute
  • American Health Lawyers Association
  • Past Chair, Nonprofit Corporations Committee, Business Section, Washington State Bar Association

Professional Recognition

  • Named as one of "America’s Leading Lawyers for Business" in Corporate/Commercial: Tax (Washington) by Chambers USA, 2006-2017; Received "Band 1" ranking, 2012-2017
  • Named one of the "Best Lawyers in America" in Tax Law by Best Lawyers, 2001-present; and in Nonprofit Charitable Law 2007-present
  • Selected by Best Lawyers as Seattle's "Lawyer of the Year" in Tax, 2012; Non-Profit/Charities Law, 2014  
  • Selected to "Washington Super Lawyers" in Nonprofit Law, Thomson Reuters, 2007-2017
  • Selected to "Top 40 Female Washington Super Lawyers," Thomson Reuters, 2008
Sources appreciate her "good business sense" and the way she "calibrates to the client's risk tolerance." -Chambers USA 2017