Exploring Conversions from For-profit Status to Nonprofit Status


Live Broadcast on May 3, 2016

As demands on health care, social service, and educational organizations grow, organizations are consolidating, affiliating, and entering into strategic transactions. These transactions often lead to organizations to change their ownership and tax status. Recently, a number of for-profit educational institutions have converted to nonprofit status. At the same time, healthcare consolidation has meant non-profit hospitals sell to for-profit companies or non-profit organizations grow by acquiring for-profit practices and clinics.

This presentation by experienced tax and corporate experts Richard Riley and Jason Kohout of Foley & Lardner LLP will consider the tax and legal issues related to converting from for-profit status to nonprofit and vice versa.

This course is co-sponsored by the Federal Bar Association.

Key topics to be discussed:

  • The economics of these transactions
  • Options for structuring these transactions and the specific tax results and consequences
  • Addressing potential conflicts of interest and application of the “intermediate sanctions” rules
  • Legal documentation and agreements required for the conversion and on-going operations after the transaction
  • Highlight accreditation / regulatory issues in a transaction

Date / Time: May 3, 2016

  • 2:00 pm – 4:00 pm Eastern
  • 1:00 pm – 3:00 pm Central
  • 12:00 pm – 2:00 pm Mountain
  • 11:00 am – 1:00 pm Pacific

Choose a format:

  • Live Video Broadcast/Re-Broadcast: Watch Program “live” in real-time, must sign-in and watch program on date and time set above. May ask questions during presentation via chat box. Qualifies for “live” CLE credit.
  • On-Demand Video: Access CLE 24/7 via on-demand library and watch program anytime. Qualifies for self-study CLE credit. On-demand versions are made available 7 business days after the original recording date.



dick-rileyRichard “Dick” F. Riley Jr., Esq. is a tax partner in the Washington, D.C. office of the law firm of Foley & Lardner LLP. He has been at Foley and its predecessor firms in Washington for over thirty years.

Dick’s practice focuses on exempt organization tax law and nonprofit organization governance. He works with a wide variety of tax-exempt organizations on tax, transactional and governance matters, including 501(c)(3) charities, universities and foundations, 501(c)(4) social welfare and advocacy organizations, 501(c)(6) trade associations, 501(c)(7) social clubs, 501(c)(14) credit unions, and many others.

Dick is a graduate of Yale University and Duke University School of Law. He serves on the boards of a number of nonprofit organizations, including Legal Counsel for the Elderly, the primary legal advocate for low-income elderly residents of Washington D.C., and The Riley Foundation, a charitable foundation in his native state of Mississippi.

jason-kohoutJason J. Kohout, Esq. practices law at Foley & Lardner LLP in Milwaukee, Wisconsin. His work encompasses all areas of tax and corporate law, and focuses on the areas of tax-exempt organizations, charitable giving, political and lobbying law, and advising individuals and closely-held businesses with regard to estate planning and related issues.

Jason’s practice includes advising a wide variety of tax-exempt organizations, including family and corporate foundations as well as healthcare, social service, and educational organizations. He also assists clients with structuring charitable gifts and bequests. He has given presentations on unrelated business income tax, director and officer fiduciary liability, political and lobbying issues of tax-exempt organizations, and charitable giving related to a liquidity event.

Jason is a graduate of Harvard College and Harvard Law School. He serves as the treasurer and director of Carmen High School of Science and Technology, a system of high-performing charter high schools in Milwaukee, Wisconsin.

CLE Accreditation:
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CLE 2.00 – MN
CLE 2.40 – MO

CLE 2.00 – MP
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CLE 2.40 – WV
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Accreditation Policy
myLawCLE will seek credit where attending attorneys are primarily licensed for all of its live webinars and live teleconferences, except in states which allow for reciprocity (see reciprocity section below). Credit for CLE in a self-study format is sought for in most states; however, some states do not allow for CLE credit to be earned in a self-study format (see the self-study section below). Many states typically decide whether a program qualifies for MCLE credit in their jurisdiction 4-8 weeks after the program application is submitted. For many live events, credit approval is not received prior to the program. Credit hours granted are subject to approval from each state.

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On-demand CLE
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Section I. The economics of these transactions

Section II. Options for structuring these transactions and the specific tax results and consequences

Section III. Addressing potential conflicts of interest and application of the “intermediate sanctions” rules

Section IV. Legal documentation and agreements required for the conversion and on-going operations after the transaction

Section V. Highlight accreditation / regulatory issues in a transaction