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Advising Nonprofit Organizations 2013

Speaker(s): Anne K. Gerson, Beth Otten, David A. Shevlin, Jason R. Lilien, Pamela A. Mann, Sean Delany
Recorded on: Feb. 12, 2013
PLI Program #: 42982

Beth Otten served as General Counsel to Planned Parenthood Federation of America from 2003-2012. She  has experience in a range of not-for-profit business issues, including tax and tax exemption, not-for-profit governance, compliance, policy development, charitable solicitation, privacy issues, and advocacy-related activities.

Beth is a member of the American Bar Association and the Bar Association of the City of New York, where she serves on the Committee on Non-Profit Organizations.  She received her J.D. degree from New York University School of Law, and her B.A., summa cum laude, from Tufts University, where she was elected to Phi Beta Kappa.

David Shevlin is an attorney at Simpson Thacher & Bartlett LLP where he will head the Exempt Organizations Group effective January 1, 2013. He advises a variety of international and domestic exempt organizations, including “friends of” organizations and all forms of private foundations and public charities. David also advises donors to and the governing bodies of exempt organizations. He advises a number of endowed universities, foundations, hospitals and cultural institutions with respect to the investment of their endowments. David regularly speaks and writes on topics of relevance to exempt organizations.

David has been appointed Vice Chair of the American Bar Association’s Section of Taxation Committee on Exempt Organizations. The Committee is considered the nation’s leading exempt organizations practitioners group. David will become Chair of the Committee in four years. David’s recent professional associations have included membership with the Exempt Organizations Committee of the American Bar Association Section of Taxation, where he served as Co-Chair of the Sub-Committee on Unrelated Business Taxable Income (UBTI), and was a member of the ABA Coordinating Committee on Nonprofit Governance. David also served as chair of the Exempt Organizations Committee Task Force on the Model Nonprofit Corporation Act. He served on the American Bar Association Task Force that published a guide to the impact of the Sarbanes-Oxley Act of 2002 on nonprofit organizations. David also served on the Editorial Board of White on New York Corporations, a leading treatise on New York Corporate Law.

David serves on the Board of Directors of Doctors Without Borders USA, and is Chairman of the Audit Committee and Secretary of that organization.

David has been recognized as a leading practitioner in Chambers USA: America’s Leading Lawyers for Business (2008–2012).

David earned his J.D. at New York University where he graduated magna cum laude and was named a member of Order of the Coif, on the Moot Court Board, and earned his B.S. degree from Cornell University, where he was named a Presidential Scholar.

Vice Chair, American Bar Association, Section of Taxation Committee on Exempt Organizations; Chair, Special Task Force on the Model Non-Profit Corporations Act; Past Co-Chair, Subcommittee on Unrelated Business Taxable Income; Member, Special Task Force on Impact of Sarbanes-Oxley Act of 2002 on Nonprofit Organizations Association of the Bar of the City of New York Nonprofit Coordinating Committee of New York

New York 1992

Anne K. Gerson is counsel in Venable's Nonprofit Organizations Practice Group. She focuses her practice on representing nonprofit organizations, including public charities, private foundations, religious organizations, trade associations, educational organizations, arts organizations, social clubs, and other tax-exempt entities. She counsels and advises clients on federal tax issues such as domestic and international grant-making, self-dealing and excess benefit transactions, obtaining and maintaining exempt status, unrelated business income tax, excess business holdings, program-related investments, lobbying and political activity, IRS audits, state law issues, contracts, intellectual property, and corporate governance matters, among others.

Ms. Gerson is admitted to practice in New York and California.  She is currently practicing under the supervision of Venable partners admitted to the D.C. Bar while her application to the Bar of the District of Columbia is pending.  She graduated magna cum laude from the University of Pennsylvania as a Benjamin Franklin Scholar and was elected to Phi Beta Kappa.  She holds both a J.D. and an L.L.M. in Taxation from New York University School of Law and was the NYU Tax Policy Fellow at the United States Department of Treasury in 2004.

In 2015, Ms. Gerson received the Outstanding Young Nonprofit Lawyer Award from the American Bar Association, Business Law Section, Nonprofit Organizations Committee. She is a member of the American Bar Association Section of Taxation, Exempt Organizations Committee and a Member of the New York City Bar Association, and has served as a member and as Secretary of the New York City Bar Association Committee on Non-Profit Organizations.

Jason Lilien serves as co-chair of the firm's Tax-Exempt Organizations Practice. He advises clients throughout the nonprofit sector on matters concerning corporate governance, compliance with state and federal nonprofit laws and regulations, internal investigations, regulatory enforcement actions, corporate transactions, nonprofit formation, charitable fundraising, and cause marketing.

A former Bureau Chief of the New York State Attorney General’s Charities Bureau, Mr. Lilien oversaw New York’s more than 100,000 nonprofit organizations and developed legislation and regulatory initiatives that serve as national models. As head of the largest state charities regulatory office in the country, Mr. Lilien was responsible for bringing nationally prominent enforcement actions. He also led efforts to resolve some of New York’s most high-profile and complex trust and estate matters, including the settlements of the hotly contested Huguette Clark and Brooke Astor estates, which collectively provided hundreds of millions of dollars to charities supporting education, the arts, and other causes.

Mr. Lilien was principal author of the Nonprofit Revitalization Act of 2013, which spearheaded the most comprehensive reform of New York’s nonprofit laws since they were enacted in the 1960s. In 2012, he drafted best practices for cause marketing that were adopted by some of the country’s most prominent charities and that have become a national model. Mr. Lilien also authored key provisions of the New York Prudent Management of Institutional Funds Act (NYPMIFA) — the New York version of the national Uniform Prudent Management of Institutional Funds Act (UPMIFA) — which governs how nonprofits can invest and utilize their endowments.

Mr. Lilien has worked on various initiatives that have furthered the development of corporate governance best practices. He has also been a national thought leader on these subjects, having written numerous articles and publications and having frequently appeared as a speaker at national conferences. He has served as a member of numerous boards, including on the board of directors of the National Association of State Charity Officials, and served as a commissioner on the National Association of Corporate Directors’ Blue Ribbon Commission on the Role of the Board in Corporate Strategy.

A lifelong New Yorker, Mr. Lilien was instrumental in the formation of the National September 11 Memorial and Museum, the not-for-profit entity established to finance, own, and operate the official Memorial and Museum at the World Trade Center site. He served, pro bono, as its counsel to the board, treasurer, and secretary from the entity’s inception in 2003 until he was chosen to head the Charities Bureau. Mr. Lilien was also actively involved in the establishment of the Lower Manhattan Development Corporation, the state-city agency charged with overseeing the rebuilding of Lower Manhattan, and served as pro bono counsel to the board.

Pamela A. Mann is Chair of the Tax Exempt Organizations Group in the firm of Carter Ledyard & Milburn LLP, with a practice concentrated in the representation of tax-exempt organization.  She is counsel to numerous public charities and private foundations and advises clients in a wide range of governance, regulatory, tax, and general corporate matters.  From 1996 to December 2012, she was the principal in the Mann Legal Group, LLC, a boutique law practice serving tax-exempt organizations.  From 1985 to 1995, Ms. Mann was Chief of the Charities Bureau in the New York Attorney General’s office, directing scores of important cases and initiatives and influencing the adoption of significant legislative changes affecting tax exempt organizations.  Her diverse background includes clinical teaching at Rutgers University School of Law’s Constitutional Litigation Clinic and the litigation of employment discrimination and other employment related matters at the National Employment Law Project.

Ms. Mann has been recognized in New York Magazine’s Best Lawyers in New York and in Super-Lawyers Magazine in the category of lawyers specializing in Nonprofit/Charities Law.  Ms. Mann was Chair of the Committee on Nonprofit Organizations of the Association of the Bar of the City of New York from 1998-2001 and has served as President and Vice-President of the National Association of State Charities Officials.  She has written many articles for professional and lay publications and is a frequent lecturer on non-profit issues.  She is a graduate of Oberlin College and the University of Pittsburgh School of Law.  More information about the Tax Exempt Organizations practice at Carter Ledyard & Milburn is available at

Sean Delany is the Executive Director at Lawyers Alliance for New York, Inc., the leading provider of pro bono business legal services to community development organizations and other nonprofit groups in New York City.  Through a staff of in-house attorneys who are specialists in nonprofit law and a corps of more than 1400 volunteer lawyers from more than 100 leading law firms and corporations, the Lawyers Alliance provides business legal services each year to more than 600 community-based organizations. From 1997 to 1999 Mr. Delany served as the Legal Director of Lawyers Alliance.

Prior to joining Lawyers Alliance, Mr. Delany served as the Assistant Attorney General in Charge of the Charities Bureau in the office of the Attorney General of the State of New York.  In 1996-97, Mr. Delany served as the President of the Board of Directors of the National Association of State Charities Officials (NASCO)

Mr. Delany is Adjunct Professor of Law at New York University School of Law, where he teaches the Business Law Transactions Clinic, teaching business lawyers to work with organizational clients by representing nonprofit organizations on transactional and corporate governance projects.

Mr. Delany serves on the Board of Advisors of the Frances L. & Edwin L. Cummings Memorial Fund, and as an Advisor on the American Law Institute's Restatement of the Law of Charitable Nonprofit Organizations. Mr. Delany serves as a member of the Government Relations Committee of the Nonprofit Coordinating Committee of New York.