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Nonprofit Mergers, Acquisitions, and Affiliations

Nonprofit Affiliates: Common Issues and Best Practices

To reap the tax-advantaged and protective benefits of conducting business through multiple entities, organizations must take care to respect the formalities of the arrangement. This includes remaining independent and dealing with each other at arm’s length, having separate board meetings, implementing conflict of interest policies, documenting transactions between the entities, and ensuring fair market value payment for any benefits received by affiliates.

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When the Going Gets Tough – Collaborate

We all know that 2020 has been a brutal year for nonprofits. Unfortunately, we are starting to see more nonprofits struggle with sustainability. We have helped many organizations wind-down their operations over the years, and in most cases, there have been one or more core programs that could be salvaged. In many cases, a joint partner allowed the charity to continue its most viable programs in one form or another.

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Is Your Nonprofit Considering a Strategic Restructuring?

We’ll spare you the pandemic intro; we know that nonprofits are acutely feeling the effects of the current financial crisis.  And uncertainty about COVID-19 virology and what a new normal might look like is frustratingly confounding. But now is not the time for magical thinking, according to a panel of experts recently convened by BoardSource.  We participated in their webcast to learn more about how nonprofits can best navigate the hard decisions ahead.

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Nonprofit Chapter Consolidation
Nonprofit Mergers, Acquisitions, and Affiliations

Nonprofit Chapter Consolidation

We have written about how to form chapters and affiliates, but sometimes nonprofits ultimately decide they have created too many affiliates, or that their affiliates

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Nonprofit Asset Purchase vs Merger – Which Makes Sense for You?

When considering acquiring another nonprofit, there are two types of acquisitions that are typically considered “ an asset purchase and a merger transaction. Several factors, including due diligence, payment of consideration, assumption of liability, assignment of contracts (including endowment agreements), existence of planned gifts, future operating goals and applicable state and federal laws, should be considered in determining the structure of the potential transaction.

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Arizona Entity Restructuring Act
Nonprofit Mergers, Acquisitions, and Affiliations

The Arizona Entity Restructuring Act

Prior to passage of AREA, an entity seeking to change its structure likely had to undergo a multi-step transaction to accomplish its goal. AREA permits direct conversions and makes clear that it applies to all entity types (corporations, nonprofits, benefit corporations, LLCs, partnerships, etc.).

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Nonprofit Corporate Structure
Nonprofit Mergers, Acquisitions, and Affiliations

Nonprofit Corporate Structure – One Size Does Not Fit All

I am fortunate to represent a number of established and growing nonprofits, some of which are expanding into new geographic areas and new markets or scaling up their existing operations to meet demand. I am often asked to advise them on how best to structure their organizations to accommodate growth. Invariably, my answer is the classic lawyer answer – it depends.

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Nonprofit Dissolution: How to do it Right

Nonprofit corporations are often faced with tough decisions about their future. For a variety of reasons, a nonprofit’s board may determine that dissolution is the best answer. Causes range from dwindling resources to a reduction in the need for the nonprofit’s services. Should the Board determine that dissolution is the best option for a nonprofit, there are business and legal steps that must be taken to properly wind down and dissolve the nonprofit.

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Mechanics of a Nonprofit Merger

Merger proposals are being prompted by reduction of funding sources, the tight economy, the need for succession planning and a desire to consolidate expenses and increase capacity. Also, many funders prefer to deal with fewer providers of the same programs or services and encourage mergers and other forms of collaboration to reduce overhead and increase capacity. There are special challenges for nonprofits considering a merger. Factors, such as increased capacity and cost savings, drive the deal. Because these benefits can be more difficult to quantify, a proposed merger can feel threatening to a nonprofit board who feels they may lose power and influence.

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creating nonprofit chapters and affiliates
Nonprofit Mergers, Acquisitions, and Affiliations

Creating Nonprofit Chapters and Affiliates

Successful nonprofits often look to grow by creating nonprofit chapters and affiliates in other geographic areas, including other countries. Nonprofit organizations organized geographically into chapters

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