Trade Associations, Business Leagues, and Professional Associations have unique legal needs to fulfill their missions of advancing the interests of their industries and their members. Bryan Cave lawyers understand the unique organizational, commercial, transactional, and public policy needs of Associations. We have extensive experience representing Associations at both the national and state levels, and routinely provide value-added advice and counsel to assist Associations in fulfilling their missions.
Service as Outside General Counsel
Bryan Cave’s attorneys serve as outside general counsel for numerous first-tier Associations. In such capacity, we work closely with the directors, officers and the staff of Associations to effectively service all of the legal needs of the Association, as well as to pro-actively identify potential legal issues or concerns which the Board and management should consider.
In our role as outside general counsel, we routinely attend board of directors and executive committee meetings, advise internal management, prepare minutes and meeting materials, counsel Associations on key policies and corporate governance issues, and manage the commercial and transactional needs of Associations.
We have a proven track record of seamlessly integrating the legal services of numerous legal areas (corporate governance, non-profit tax, applicable government regulations, intellectual property, anti-trust, contracts, transactions, government relations, lobbying, etc.) to provide for all of the legal needs of our Association clients.
Organization and Formation
Associations have organizational concerns that are significantly different than for-profit or other non-profit entities. In challenging economic times, successful Associations are becoming more creative in structuring their membership categories, as well as their internal staffing in order to maximize the impact of dues and other revenues. The operational efficiency of an Association often depends upon how well the internal committees and groups are organized, as well as the level of oversight that is provided for the important corporate governance and operational policies (including antitrust oversight, human resources policies, other key operational policies).
We lead our clients through various strategies to assure that the Association’s organizational structure matches and aligns the needs of the Association and its members.
In the formation area, we routinely prepare, create, and advise Association clients on articles of incorporation, bylaws, committee charters, organizational minutes, Form 990 required policies, and other similar matters.
Corporate Governance and Liability Limitation
As non-profit or tax-exempt organizations, Associations have unique corporate governance requirements that must be appropriately documented and maintained.
Bryan Cave regularly assists Association clients in creating policies, guidelines and procedures in order to ensure their compliance with corporate law, Internal Revenue Service requirements, and non-profit best practices. Bryan Cave’s attorneys know that a properly structured corporate governance framework must be tailored to the culture of the Association in order to assist the client with
Such policies and procedures often include: membership classifications, committee and voting policies; Executive Compensation Policies; Antitrust policies; Conflicts of Interests policies; Whistleblower policies; Record Retention policies; and other compliance policies.
In today’s litigious world, many business leaders are strongly focusing on the potential for liability created by serving upon non-profit boards of directors. Our lawyers provide guidance on D&O insurance nuances; indemnification agreements, and exculpation of liability in charters. Bryan Cave’s lawyers have also been successful in helping many of our Association clients to address these concerns by crafting corporate governance policies that simultaneously limit the size of the statutorily-defined board of directors while still providing meaningful input for members.
Merger and Acquisition Transactions and For-Profit Subsidiaries
Associations, like their member and other stakeholder companies, are becoming more sophisticated in their approach to business operations and financial management, participating more often in business transactions and interacting more often with for-profit organizations. Bryan Cave provides comprehensive support through attorneys experienced in corporate transactions, commercial contracting, and joint venture arrangements.
Bryan Cave’s trade association attorneys have extensive experience in negotiating trade show, convention, and exposition contracts with convention centers, hotels, and service providers, including with the largest exposition spaces in the country (e.g., the McCormick Center in Chicago, the Orlando Convention Center, the Las Vegas Convention Center, etc.).
In such transactional matters, the Tax-Exempt Team provides invaluable input and counsel on IRS and State tax code requirements in order to avoid issues of private inurement, private benefit, services to members, and similar qualification or exemption issues.
Transactions undertaken for Association clients include: mergers of non-profit Associations; formation of subsidiaries (both for-profit and non-profit); strategic partnerships; collaboration agreements; leases; asset acquisitions; commercial contracts and forms; executive employment agreements; and other major transactions.
Bryan Cave represents Association clients at the federal, state and local level before regulators, legislators, and government bodies. Bryan Cave regularly assist clients with Federal Election Commission (FEC) compliance matters, including advising on the formation, reporting, and management of Political Action Committees (PACs). In such capacity, we routinely advise Association clients on PAC formation issues and bylaws, solicitation procedures, contribution restrictions, reporting requirements, distribution limits, and other requirements.
Many Associations engage in formal or informal standard setting on behalf of their industry or member groups. Bryan Cave’s attorneys regularly advise our Association clients on the complex procedural and regulatory issues surrounding standard setting. We understand the sensitive nature of such collective conduct, including but not limited to the need for gaining appropriately broad industry input, providing due process, ensuring procompetitive and efficient standards are sought, protecting against undue restrictions to competition, and communicating of such standards once established. Bryan Cave’s attorneys possess the necessary expertise and experience to help Associations safely navigate the antitrust and anticompetitive regulations promulgated, interpreted and overseen by the Department of Justice (DOJ), Federal Trade Commission (FTC), and other regulatory bodies. Bryan Cave has also represented international Associations and standard setting organizations in proscribing settings for their industries.
Tax and Compliance Issues
With the input of our non-profit tax attorneys, we assist many Associations in key tax issues, including analysis as to whether the association performed any particular services for the convenience of its members and application of the unrelated business income tax rules.
Representative Association Clients
Associations which we currently represent or in the past have represented include:
AORN (Association of periOperative Registered Nurses)
Alternative Investment Forum
America’s Natural Gas Alliance
American Association of Orthodontists
American Consulting Engineers
American Institute of Physics
American Society for Transplantation
American Soybean Association
Association of Christian Schools International
Automobile Club of Missouri
Christian Bookseller Association
Christian Leadership Alliance
Coca-Cola Bottler’s Association
Congress of Neurological Surgeons
Council for Christian Colleges and Universities
DVD Copy Control Association
Evangelical Council for Financial Accountability
Greater Kansas City Chamber of Commerce
Heavy Vehicle Electronic License Plate, Inc. (HELP)
International AIDS/HIV Alliance
International Association of Administrative Professionals
Missouri Biotechnology Association
Mortgage Bankers Association
National Association of Home Builders
National Association of Insurance Commissioners
National Collegiate Athletic Association (NCAA)
National Multifamily Housing Council
The Endocrine Society
United States Telecom Association
Visiting Nurse Association
World Anti-Doping Agency
World Association of Lebanese Neurosurgeons
Chris Rodgers (Team Co-Leader)
Gino R. Serra (Team Co-Leader)
Steven B. Smith
Tax-Exempt and Charitable Practice
Transactions, Mergers & Acquisitions
Election Law and Government Ethics
Employee Benefits and Executive Compensation