• videocam Live Webinar with Live Q&A
  • calendar_month May 6, 2026 @ 1:00 PM ET/10:00 AM PT
  • signal_cellular_alt Intermediate
  • card_travel Commercial Law
  • schedule 90 minutes

Nonprofit M&A, Joint Ventures, and Dissolutions: Due Diligence, Compliance, Tax, Mission Preservation

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$294.95
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Discount expires 4/22/26

This course is $0 with these passes:

CLE
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About the Course

Introduction

This CLE course will walk corporate and nonprofit counsel through the critical decisions and legal considerations of nonprofits considering organizational changes, including M&A, joint ventures, restructuring, and dissolution. When facing economic or mission challenges, nonprofits often turn to these solutions but each path forward poses unique legal, fiduciary, and regulatory challenges that require careful analysis by counsel. This course will also be useful to non-specialists who serve on nonprofit boards.

Description

Nonprofit restructurings require careful consideration and blending of corporate law, tax-exemption requirements, charitable trust restrictions, and state AG oversight. Counsel must understand and meet the demands of mission preservation, donor restrictions, and governance obligations regardless of the scenario, whether it be a traditional M&A, asset acquisition, joint venture, or a dissolution scenario.

Through the course of the presentation attendees will be walked through key phases of the transaction—from planning and due diligence to regulatory approvals, structural choices and risk allocation, and post-transaction integration.

Listen as our authoritative panel of deal attorneys discusses how to analyze nonprofit structural changes and best practices to observe before and after the transaction.

Presented By

Anita L. Pelletier
Counsel
Nixon Peabody LLP

Ms. Pelletier advises nonprofit organizations in matters relating to legal requirements and best practices in connection with governance and operational matters. She guides clients in nonprofit corporate governance and board disputes; tax compliance and audits; reorganizations, mergers, dissolutions, and sale of assets; and charitable solicitations and sales promotions. Ms. Pelletier is a frequent author and lecturer on legal issues impacting nonprofit organizations.

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Declan Tansey
Partner
Arnold & Porter Kaye Scholer, LLP

Mr. Tansey represents tax-exempt organizations and philanthropists in a broad range of transactional, regulatory, and operational matters. He serves as a strategic advisor across the nonprofit sector, helping clients design and implement structures that support complex charitable, scientific, and philanthropic objectives. Mr. Tansey counsels tax-exempt organizations on formation, tax-exempt qualification, governance, operations, grantmaking, and regulatory compliance. His clients include private foundations, public charities, social welfare and political organizations, trade associations, academic and medical research institutions, and international NGOs. Mr. Tansey advises nonprofits on a wide array of transactional, regulatory, and operational matters, including complex organizational structures; corporate transactions such as mergers and asset transfers; domestic and international grantmaking programs; lobbying and political activity compliance; and international affiliation structures.

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Credit Information

  • This 90-minute webinar is eligible in most states for 1.5 CLE credits.


  • Live Online


    On Demand

Date + Time

  • event

    Wednesday, May 6, 2026

  • schedule

    1:00 PM ET/10:00 AM PT

I. Strategic planning: metrics and processes to assess mission alignment, financial health, and deal success

II. Fiduciary considerations: general state nonprofit duties, including care and loyalty in the context of evaluating mergers, joint ventures, or dissolution paths

III. Structuring the transaction or restructuring: statutory mergers, asset acquisitions followed by dissolution, joint ventures and affiliations, and distinctions

IV. Tax-exempt status considerations and related pressure points: how to preserve tax-exempt status and control; implications for restricted funds and endowments

V. Dissolution: choosing between voluntary dissolution with asset transfers, negotiated wind-down

VI. Regulatory and governmental approvals: AG oversight, IRS filings and potential private letter rulings, and related compliance considerations

VII. Due diligence, deal documents, and risk management: evaluating contracts, liabilities, employment and benefit obligations, UBIT, integration planning, reps/warranties, indemnities, and cessation obligations in dissolution

The panel will review these and other key issues:

  • A structured framework for how to advise nonprofits on strategic restructuring and distress alternatives 
  • Clear differentiation of legal issues in mergers, acquisitions, joint ventures, and dissolution
  • Enhanced understanding of board fiduciary duties during these transactions 
  • Practical guidance on securing necessary regulatory and tax-exemption approvals 
  • Tools to manage risk, due diligence, and post-transaction integration or wind-down