aut umn · 2011 ·

Five Ways Nonprofits and Their Legal Advisors Can Enjoy Year-End

The trees are showing their fall colors, reminding 2 | Giving Gifts us that soon the calendar year will end, bringing Many organizations take the opportunity at year- holiday celebrations for many and fiscal challenges end to thank clients and professional colleagues. for most. Here are five legal issues that can arise While exchanging small food gifts or other tokens near the end of the year, along with suggestions of appreciation can be appropriate, nonprofit for how nonprofit organizations can manage them managers should avoid accepting extravagant gifts successfully. from vendors and other for-profit entities that 1 | Dealing with Donors may create the appearance or reality of private inurement. Giving gifts to federal, state, and local Mindful that tax-deductible gifts factor into indi- officials should be avoided altogether, unless the vidual tax planning, many tax-exempt organiza- government ethics rules are checked and followed. tions conduct year-end fundraising campaigns. For example, New York State employees cannot Acknowledging charitable contributions is a legal accept gifts of more than nominal value if it could requirement for certain gifts and good donor be reasonably inferred that the gift was intended relations for all gifts. While the Internal Revenue to influence the recipient. Service permits donors to use their own bank records to document contributions under $250, 3 | Enhancing Employee Relations donors must obtain a contemporaneous written Religious diversity is highlighted because the calen- acknowledgment from the charity to claim a dar creates a time of celebration for many religions deduction for contributions of $250 or more. If and cultures. Employers must be sensitive to the the payment is more than $75 and is partly a fact that different employees may observe different contribution and partly in exchange for goods or holidays, and some may not celebrate any year-end services, the charity is obliged to provide written holiday. Religion is a protected category under documentation. To learn more about fundraising federal and state discrimination laws, and favoring regulation, register for Lawyers Alliance for one type of celebration or excluding another can New York’s November 2 workshop, “Raising be problematic. If planning a year-end office Funds Within the Rules: The Law of the Ask,” party, nonprofit managers should be as inclusive at www.lawyersalliance.org/workshops.php. as possible, use a generic title, and ensure that continued on page four

INSIDE Planning for EarlyLearn NYC also: New Board Members Appeal Alum Profile: S. Anita Sinha Staff Profile: Neil Stevenson

Photo: Laura Dwight

www.lawyersalliance.org Lawyers Alliance Law Firm Appeal Continues to Climb Board of Directors The 2010-2011 law firm appeal raised $652,050, setting a new record. Lawyers Alliance thanks Thomas H. Kennedy (Chair) Skadden, Arps, Slate, our two outstanding appeal co-chairs Robert C. Sheehan and Thomas H. Kennedy of Skadden, Meagher & Flom LLP Arps, Slate, Meagher & Flom LLP for their leadership. Each year, the appeal helps to underwrite John D. Lobrano (Vice Chair) direct legal services and educational resources for more than 600 New York nonprofit organiza- Simpson Thacher & Bartlett LLP tions. Lawyers Alliance thanks the following 58 law firms for their generous support: William F. Lloyd (Treasurer) Deloitte LLP Akin Gump Strauss Hauer & Feld LLP Frommer Lawrence & Haug LLP Paul, Hastings, Janofsky Celayne G. Hill (Secretary) Allen & Overy LLP Gair, Gair, Conason, Steigman, & Walker LLP Local Initiatives Support Arnold & Porter LLP Mackauf, Bloom & Rubinowitz Pillsbury Winthrop Shaw Corporation Aronson Mayefsky & Sloan, LLP Goodwin Procter LLP Pittman LLP Joshua Berick Becker, Glynn, Melamed Greenberg Traurig, LLP Proskauer Rose LLP LLP & Muffly LLP Hughes Hubbard & Reed LLP Schulte Roth & Zabel LLP Kimberly Brown Blacklow Bernstein Litowitz Berger Jones Day Seyfarth Shaw LLP Cleary Gottlieb Steen & Hamilton LLP & Grossmann, LLP Kaye Scholer LLP Shearman & Sterling LLP Bingham McCutchen LLP Ezra Borut Kirkland & Ellis LLP Sidley Austin LLP BuckleySandler LLP Debevoise & Plimpton LLP Kramer Levin Naftalis & Frankel LLP Simpson Thacher & Bartlett LLP Cadwalader, Wickersham & Taft LLP Glynna K. Christian Linklaters LLP Skadden, Arps, Slate, Meagher Winston & Strawn LLP Caplin & Drysdale Mayer Brown LLP & Flom LLP Ariel J. Deckelbaum Chadbourne & Parke LLP McCarter & English, LLP SNR Denton Paul, Weiss, Rifkind, Wharton Cleary Gottlieb Steen Stillman, Friedman & Garrison LLP & Hamilton LLP McDermott Will & Emery LLP Menaker & Herrmann LLP & Shechtman, P.C. Mike Delikat Condon & Forsyth LLP Orrick, Herrington & Stroock & Stroock & Lavan LLP Davis Polk & Wardwell LLP Morgan, Lewis & Bockius LLP Sutcliffe LLP Debevoise & Plimpton LLP Morrison & Foerster LLP Sullivan & Cromwell LLP Colin J. Diamond Dechert LLP Nixon Peabody LLP Sutherland White & Case LLP Dewey & LeBoeuf LLP Orrick, Herrington & Sutcliffe LLP Weil, Gotshal & Manges LLP Blair M. Duncan Duane Morris LLP Osler, Hoskin & Harcourt LLP White & Case LLP Upper Manhattan Outten & Golden LLP Winston & Strawn LLP Empowerment Zone Fried, Frank, Harris, Shriver Development Corporation & Jacobson LLP Patterson Belknap Webb & Tyler LLP Wollmuth Maher & Deutsch LLP Louis S. Ederer Arnold & Porter LLP David J. Gilberg Sullivan & Cromwell LLP Mark Hoenig Board of Directors Benefits from Additions Weil, Gotshal & Manges LLP Brian Krisberg Lawyers Alliance for New York is pleased to tures and negotiates outsourcing transactions, Sidley Austin LLP announce the appointment of three new members including those related to information technology Leor Landa Davis Polk & Wardwell LLP to its Board of Directors. and business process, and complex commercial Clare O’Brien Kimberly Brown Blacklow, Partner, Cleary Gottlieb relationships. She is an active pro bono attorney Shearman & Sterling LLP Steen & Hamilton LLP for art and youth organizations. John R. O’Neil Kirkland & Ellis LLP Ms. Blacklow’s practice focuses on real estate and John R. O’Neil, Partner, Kirkland & Ellis LLP Neil Radey other asset-based finance transactions as well as Mr. O’Neil concentrates his practice on represent- Credit Suisse structured finance and capital markets transac- ing both domestic and international sponsors Ira I. Roxland tions in both the U.S. and abroad. Early in her of leading private equity, venture capital, hedge SNR Denton legal career, she was a Cleary Extern at Lawyers and other private investment funds. He has Stuart M. Saft Alliance. She currently chairs her law firm’s represented sponsors in numerous billion dollar Dewey & LeBoeuf LLP Community Legal Assistance Committee. private equity fund formations, as well as assisted Glynna K. Christian, Partner, Winston & Strawn LLP clients with a wide range of ongoing operational Ms. Christian advises clients on legal and busi- as well as extraordinary events involving private ness issues relating to commercial and corporate investment funds. He is an active volunteer in transactions with a particular focus on technol- underserved communities in the United States and ogy, media, and telecommunications. She struc- abroad.

2 Early Childhood Education Providers Plan for EarlyLearn NYC

New York City is fortunate to have a vibrant early targeted areas. One center will contract with ACS as childhood education community serving 42,000 lead agency for slots for all three centers, and the other EarlyLearn NYC will low-income children. Funded primarily through two will be subcontractors. Lawyers Alliance staff and radically restructure contracts with the Administration for Children’s volunteer attorneys from the New York University Services (“ACS”), children are cared for in a Law School Business Law Transactions Clinic are the methods of variety of settings: center-based care, home-based working with the lead center to draft a memorandum care, Head Start, and Universal Pre-Kindergarten. of understanding and collaboration agreements service delivery to should the ACS contract be awarded. This summer ACS released the EarlyLearn NYC children and the request for funding proposal (“EarlyLearn RFP”) Governance. EarlyLearn will require contractors method of payment that will radically restructure the methods of to create a parent/caretaker body to work with the service delivery to children and the method of provider on program planning and decision making. to providers payment to providers. Changes include shifting Providers will be required to recruit an early health care and other operating costs from ACS childhood education professional, lawyer, and to the providers and combining ACS-funded day finance professional to serve on their boards. In care, Head Start, and Universal Pre-K services addition, their boards will be required to conduct into single, blended contracts. Early childhood annual reviews of self-assessment, enrollment, and education providers are considering how they can recruitment. Organizational bylaws may need continue to serve children within the financial to be amended to reflect these new governance and program constraints of EarlyLearn. Lawyers requirements. Lawyers Alliance regularly assists Alliance will work with providers on a range of nonprofits with bylaws amendments. legal issues throughout the implementation of Case Example: Lexington Children’s Center (“LCC”) EarlyLearn changes. operates a day care center in East Harlem that encour- ages social and cognitive interactions among young Strategic Alliances. Early childhood education children. Lawyers Alliance and volunteer attorneys providers submitted EarlyLearn RFP proposals from O’Melveny & Myers LLP are assisting LCC with to ACS on September 12, 2011. New contracts, corporate governance and an employment law issue. once awarded in the spring, will begin next fall. Because of EarlyLearn’s program and cost struc- Facilities. Demonstrating site control over facili- ture, childhood education providers are consider- ties to be used for EarlyLearn will be necessary ing linkages, subcontracting, and other strategic when contracts are executed in spring 2012. Many alliances to strengthen programs, reduce operat- providers bid on slots in targeted neighborhoods ing costs, and build relationships to support their where they have identified but not yet leased suit- work. Most contractual arrangements between able space, pending a contract award. Lawyers providers are contingent upon ACS contract Alliance will continue to represent providers in lease negotiations. Early childhood awards, and must be finalized 90 days before the program participants start of the new ACS contracts. Lawyers Alliance Case Example: Goddard Riverside Community Center at Goddard Riverside will represent providers in structuring and docu- (“Goddard”) is dedicated to working for solutions to Community Center menting these collaborations. its community’s toughest social problems. Goddard operates 27 programs across 21 sites, primarily in the Case Example: Three Queens Upper West Side and West Harlem, including child center-based providers decided to care and Head Start sites. When its lease expired respond to the EarlyLearn RFP as in January 2011 for its Head Start program on West a consortium to strengthen their 95th Street, volunteer attorneys of Skadden, Arps, submission. They seek to share Slate, Meagher & Flom LLP represented Goddard in unique programming, including negotiating an extension. bilingual education, an intergener- ational program, and special needs For more information on Lawyers Alliance’s services. Additionally, a consortium work with early childhood education providers, would be better positioned to please contact Staff Attorney Nicole Cuttino at satisfy EarlyLearn’s preference for [email protected] or (212) 219-1800 larger early childcare programs in ext. 228. Photo: Laura Dwight

3 Staff Profile: Neil Stevenson

Senior staff attorney Neil Stevenson leads Even when working on something as technical as Lawyers Alliance’s Economic Development initia- new markets tax credits, Mr. Stevenson says, “I tive. Working with Lawyers Alliance’s volunteer might be dealing with organizing related entities, attorneys, he assists nonprofit organizations with a real property development, and loan documents, wide variety of contracts, earned-income ventures, but I’m always thinking about the end result, for collaborations, corporate sponsorships and grants, example, the children affected and the new school corporate governance and regulation, and facilities they will attend.” acquisition, development and renovation, all to Currently, Mr. Stevenson is working with a team help strengthen nonprofit organizations so that of volunteers from Stroock & Stroock & Lavan LLP they in turn can provide much-needed services to to assist Little Sisters of the Assumption Family New York City’s low-income communities. Health Service in East Harlem, a certified home Prior to joining Lawyers Alliance in 2004, Mr. health agency that evolved from a religious order Stevenson was a staff attorney at The Legal Aid of nuns who came to the neighborhood to care Society and a partner at Eaton & Van Winkle. for the sick. The agency is interested in expanding Neil Stevenson After spending more than 20 years in general its revenue-generating activities while also commercial lending and mergers and acquisitions, furthering the mission supporting its tax-exempt representing businesses and then lenders, he status. Mr. Stevenson says, “It’s gratifying to decided his calling was on the nonprofit side. help a nonprofit find a way to leverage its assets Mr. Stevenson feels that the generalist approach and specialized services to improve its ability to from early in his career translates into one of the sustain itself going forward.” most useful and enjoyable aspects of his Lawyers And for those of you lucky enough to speak to Alliance job, allowing him to counsel nonprofit Mr. Stevenson, that is a Scottish accent you detect. clients in a wide range of matters. He moved to the United States for more law school and has been here ever since.

Five Ways Nonprofits Can Enjoy Year-End continued from page one 5 | Don’t Forget About Charities Filings attendance is voluntary. Alcohol, if any, should be Nonprofit organizations whose fiscal year ends limited to avoid hostilities, harassment claims, or on June 30 generally must file their completed potential liability for after-party accidents. Form 990 or Form 990-EZ with the IRS no later than November 15, unless an extension has been 4 | Coping with Winter Weather requested by filing Form 8868 on or before the Global warming notwithstanding, New Yorkers due date. Three-month extensions are granted can expect winter snow, which can hinder automatically, and extension requests can be filed employees’ and clients’ ability to get to the organi- electronically. These federal filings are neces- zation’s offices. Create a weather contingency plan sary to maintain tax-exempt status. In addition, to deliver essential services to your consumers nonprofit organizations registered or required even if public transportation is curtailed. Develop to register with the Charities Bureau of the New a system to inform employees about office closings York Attorney General’s Office must file their and delayed openings. Under New York State annual financial report, with form CHAR 500, Department of Labor regulations, non-exempt within 4½ months of the close of the fiscal year, employees who report for work must be paid at with similar rules about extensions. least minimum wage for the greater of four hours or actual time worked. When there is a closing While this list is not exhaustive, it is a start for think- due to inclement weather, exempt employees must ing about how to minimize risk and last-minute be paid for a full week of work even if they have angst at a busy time of year. For general information used up all of their paid leave and vacation time. about other legal issues affecting nonprofits, visit www.lawyersalliance.org/news_legal_alerts.php.

4 Lawyers Alliance Alum Profile: S. Anita Sinha Staff Since 2006, Anita Sinha has been an associate in tise in intellectual property with Lawyers Alliance Avie Bertaccini Program Associate for the Intellectual Property and Technology Group of staff and clients. I also enjoyed being involved Client Relations Skadden, Arps, Slate, Meagher & Flom LLP. She in a major project that helped low income credit Jolynda Burton was a Skadden Extern at Lawyers Alliance from unions access funds through the Troubled Asset Pro Bono Manager July to December 2010. Since returning to the Relief Program (“TARP”). This work broadened Erika Byrnes Director of Development firm, she has continued to volunteer and acts as and enhanced my client relations and corporate Carolyn Canahuate a “Lawyers Alliance liaison” on pro bono ques- transactions skills. Office Administrator tions. Anita was instrumental in the formation Q – How did the Associates Advisory Board Roy Cho of Lawyers Alliance’s new Associates Advisory Dewey Extern come to be? Board, and she serves as its first president. Prior Staff Attorney During my externship, I learned that Lawyers Emily Crossan to law school, Anita completed her master’s and Alliance was founded as a membership orga- Marketing & Communications bachelor’s degrees in chemical engineering. Coordinator nization called the Council of New York Law Nicole Cuttino Q – Anita, how did you learn about Lawyers Associates. Having recently celebrated its 40th Staff Attorney Alliance for New York? Anniversary, Lawyers Alliance was exploring ways Sean Delany Initially I took on intellectual property pro bono to increase associate involvement in the organiza- Executive Director assignments for nonprofit organizations. I also tion. In collaboration with fellow externs Irini Elizabeth M. Guggenheimer Deputy Executive Director attended a Lawyers Alliance informational session Kalamakis of Weil and Kevin Jones of Cleary, the Douglas Kato at Skadden, which sparked my interest in partici- ideas we discussed took shape and resulted in Director of Finance & pating in the externship program. the Associates Advisory Board. We have since Administration recruited other Board members who share our Zillah Kisswany Q – What are the most valuable things you enthusiasm for Lawyers Alliance. I am very proud Weil Extern learned during your externship? Staff Attorney to be a part of this initiative. I felt fortunate to help nonprofit clients serving Lemont Leige Senior Development low-income communities with their questions and Help us build our archive and alumni database. Send your Coordinator teach them about legal issues that impacted their experiences with the Council of New York Law Associates Linda S. Manley work and mission. It was valuable to learn ways to or Lawyers Alliance for New York to Development Director Legal Director analyze nonprofit legal issues and share my exper- Erika Byrnes at [email protected]. Mireille Martineau Program Associate for Pro Bono Kira Mineroff DLA Piper Fellow Staff Attorney Judith Moldover Senior Staff Attorney Lawyers Alliance Launches an Associates Advisory Board Hedwig O’Hara Senior Staff Attorney In 2011, Lawyers Alliance Elizabeth Perez and a group of dedicated Staff Attorney law firm associates and Aaron Perlson Information Systems Manager in-house counsel launched the Neil Stevenson Associates Advisory Board. Senior Staff Attorney It is comprised of former Irum Taqi Senior Policy Counsel Cornerstone awardees, Michael Tippy externs, and other exceptional Skadden Extern volunteers who enthusiastically Staff Attorney seek to raise support and Asaf Yeshaya Cleary Extern visibility for Lawyers Alliance Staff Attorney within their respective firms.

Current members (pictured, left to right): Nia M. Brown, DLA Piper LLP (US); Vijaya Palaniswamy, Linklaters LLP; Samantha Y. Warshauer, Katten Muchin Rosenman LLP; Mara Byrne, Citigroup; Jason E. Burritt, Seyfarth Shaw LLP; S. Anita Sinha, (President, Associates Advisory Board), Skadden, Arps, Slate, Meagher & Flom LLP; Irini Kalamakis, Weil, Gotshal & Manges LLP 5 NON-PROFIT ORG. U.S. POSTAGE PAID PERMIT #1818 NEW BRUNSWICK NJ 171 Madison Avenue

New York, NY 10016

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Tuesday, November 15, 2011 15, November Tuesday, Law firm honorees: honorees: firm Law

Nicole Cuttino, left, and Irum Taqi Irum and left, Cuttino, Nicole Deputy General Counsel at the New York City Public ’s Office. Advocate’s Public City York New the at Counsel General Deputy

joins Lawyers Alliance with substantial advocacy experience, most recently as as recently most experience, advocacy substantial with Alliance Lawyers joins

community-based and resource-constrained nonprofit organizations. Ms. Taqi Taqi Ms. organizations. nonprofit resource-constrained and community-based

and public policy arenas and for public policy that benefits benefits that policy public for advocates and arenas policy public and

legislative the in active organizations to assistance legal provides She efforts.

Irum Taqi, Irum spearheads Lawyers Alliance’s advocacy advocacy Alliance’s Lawyers spearheads Counsel, Policy Senior

Ms. Cuttino was an associate at Cadwalader, Wickersham & Taft LLP. Taft & Wickersham Cadwalader, at associate an was Cuttino Ms.

counsels legal matters with pro bono counsel. Prior to joining Lawyers Alliance, Alliance, Lawyers joining to Prior counsel. bono pro with matters legal counsels

substantial client base about business and transactional law issues and co- and issues law transactional and business about base client substantial

and programs serving older or at risk youth. She advises Lawyers Alliance’s Alliance’s Lawyers advises She youth. risk at or older serving programs and

area, representing child care providers, afterschool programs, charter schools, schools, charter programs, afterschool providers, care child representing area,

Nicole Cuttino, Nicole leads the Children and Youth Services program program Services Youth and Children the leads Attorney, Staff Two Attorneys Join Lawyers Alliance Staff Alliance Lawyers Join Attorneys Two