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Nonprofit Organizations 2018: Governance, Reporting, and Compensation Issues

Speaker(s): Dahlia Doumar, Dana Brakman Reiser, David G. Samuels, Dennis J. Morrone, CPA, Jennifer I. Reynoso, Karen I. Wu, Seth Perlman
Recorded on: Oct. 16, 2018
PLI Program #: 221999

Dana Brakman Reiser is Centennial Professor of Law and former Vice Dean at Brooklyn Law School, where she has taught courses in Nonprofit Law, Social Enterprise, Corporations, Property, and Trusts and Estates since 2001. She is an expert on law and finance for philanthropic organizations and social enterprises – businesses that pursue a social mission. Her most comprehensive work on the latter is Social Enterprise Law: Trust, Public Benefit, and Capital Markets (Oxford University Press 2017) (with Professor Steven A. Dean). Her scholarship also has appeared in Boston College Law Review, Emory Law Journal, Indiana Law Journal, and Notre Dame Law Review, among others. Professor Brakman Reiser has also been a visiting professor at Fordham University School of Law. 

Professor Brakman Reiser is a member of the American Law Institute and was an Associate Reporter for its project on the Principles of the Law of Nonprofit Organizations. She is also a member of the American Association of Law Schools and has served on the boards of its sections on Business Associations and on Nonprofit and Philanthropy Law. She is a graduate of the University of Pennsylvania and Harvard Law School. 

Karen I. Wu is a partner at Perlman & Perlman, LLP, a nationally recognized law firm serving the nonprofit and social enterprise sector. Karen leads the firm’s Washington, DC office.  Karen advises nonprofit organizations on corporate governance, federal tax law compliance, fundraising regulation, contract negotiations, and intellectual property matters. She also counsels a broad range of for-profit businesses, including Fortune 500 and start-up companies, on emerging issues involving corporate philanthropy and cause marketing, including corporate sponsorships, commercial co-ventures, crowd-sourced fundraising, and social media campaigns. Karen is a frequent author, blogger, and speaker on legal issues affecting the philanthropic sector. She received the Outstanding Young Lawyers Award from the New York State Bar Association in 2012, the Nonprofit Outstanding Young Lawyer Award from the American Bar Association in 2013, and the Best Lawyers Under 40 Award from the National Asian Pacific American Bar Association (NAPABA) in 2015. These awards honor young attorneys who have a distinguished record of service within the legal profession and the community. 

Dahlia Doumar concentrates her practice in tax law. Her practice is broad and sophisticated including both domestic and foreign for-profit companies, exempt organizations and high net worth individuals.

Ms. Doumar works extensively in the exempt organizations area counseling clients on unrelated business income tax issues, investment structuring, rules governing the maintenance of donor advised funds, reporting regarding foreign investments and grants, self dealing, intermediate sanctions and excise tax issues generally.

In the corporate area, Ms. Doumar has advised clients on numerous matters, including corporate reorganizations and recapitalizations, restructuring of distressed companies, business acquisitions and dispositions, partnership and limited liability company investments.

Ms. Doumar also works with members of the employee benefit and executive compensation group on tax aspects of employee benefits. Further, Ms. Doumar has represented clients, both for-profit and not-for-profit, before the Internal Revenue Service, New York State and New York City involving audits and private letter ruling requests.

In addition, working with lawyers in the trusts and estates group, Mrs. Doumar has advised on the domestication of foreign trusts.

David G. Samuels rejoined Perlman & Perlman as a partner in 2021, having previously been at the firm from 2001 to 2006.  Mr. Samuels has, since 2007, been named annually as one of the Best Lawyers and Super Lawyers in the New York metropolitan area in the category of Non-Profit/Charities Law.  He was named by Best Lawyers as its New York City Non-Profit/Charities Law Lawyer of the Year for 2016 and again for 2018.

Mr. Samuels has extensive experience representing numerous public charities and private foundations, including social service agencies, grant-making foundations, mental health facilities, educational organizations, and religious institutions.  His clients include New York University, Council for Economic Education, Atran Foundation, Board of National Missions, Interborough Consultation Center, Littauer Foundation, Pencils of Promise, Jewish Joint Distribution Committee, Workers Circle, and the YWCA of the City of New York. 

Mr. Samuels is a recognized expert on a wide range of issues involving charitable organizations, including compensation, governance, fiduciary duty, self-dealing and conflict of interest, prudent investments, and endowments and restricted funds.  He represents targets of investigations and inquiries from government agencies (including the New York Attorney General).  He frequently deals with the Attorney General on regulatory matters, including sales, mergers, dissolutions, and cy pres applications.  He teaches the course on Charitable Organizations as an adjunct professor at New York Law School.  Mr. Samuels is former chair and a member of the Nonprofit Organizations Committee of the New York City Bar Association.  He has chaired and participated in numerous continuing legal education and accounting education programs on nonprofit issues.  Mr. Samuels is the lead editor and co-author of a treatise, Nonprofit Compensation, Benefits, and Employment Law, and has written extensively on nonprofit issues with numerous articles published in the New York Law Journal and elsewhere.  He is also an experienced civil and appellate litigator and employment lawyer.

Mr. Samuels received an A.B. degree (cum laude) from Harvard College in 1974, a J.D. degree from Harvard Law School in 1978, and an LL.M. from NYU School of Law in 1985.  Mr. Samuels was Deputy Chief of the New York AG’s Charities Bureau from 1987 to 1995.  He was previously a partner at Duval & Stachenfeld and at Butler, Fitzgerald & Potter. Mr. Samuels is admitted to practice in the state and federal courts in New York.

Dennis is the Managing Partner of Grant Thornton’s National Not-for-Profit & Higher Education Industry Practices. In this capacity, Dennis has overall responsibility for the services performed by the Firm for clients in this sector nationwide, along with all related marketplace initiatives. Prior to his appointment to the Managing Partner role in August of 2020, Dennis served as the Partner-in-Charge of the Audit Practice for the Not-for-Profit & Higher Education Industry Practices. Dennis has served a variety of not-for-profit cultural, religious and higher education institutions. 

Dennis received his B.S. degree, cum laude, in Accounting from Villanova University.  Dennis has been a frequent speaker at various not-for-profit and higher education industry forums, including the AICPA, Practicing Law Institute, state societies of CPAs, including New York, New Jersey and Pennsylvania, NACUBO and EACUBO. He has led and created numerous training sessions on a full range of not-for-profit accounting and auditing topics as well as the Uniform Guidance (previously, OMB Circular A-133) for Firm staff as well as the not-for-profit industry.  

Dennis recently completed a three-year term on the FASB’s Not-for-Profit Advisory Committee (NAC) and has represented Grant Thornton on the AICPA’s Center for Government Audit Quality (GAQC). He has written extensively for Grant Thornton’s Not-for-Profit Industry letters, the Not-for-Profit Times and several other industry publications.  He is a Certified Public Accountant in New Jersey, New York, and Washington D.C. and a member of the American Institute of Certified Public Accountants, the New Jersey Society of Certified Public Accountants, and the New York State Society of Certified Public Accountants.   


Seth Perlman has been providing legal counsel to the philanthropic sector for more than thirty years. He works with large public charities, private foundations, fundraising professionals, and for-profit businesses engaged in philanthropy, international NGOs and social enterprises. 

Seth assists his clients to optimize their ability to achieve mission by advising on matters relating to organizational structure, governance, regulatory compliance and nonprofit commercial activities.

As an advisor to C-level executives and the boards of a broad range of U.S. nonprofits, Seth attends between fifty and seventy-five board sessions annually. He advises directors and officers on issues of board governance: board conflicts, parliamentary procedures, employment practices and strategies, and identifying and handling conflicts of interest.  His counsel on complex governance issues such as board oversight, decision-making power, and board member fiduciary duties helps boards achieve sustainability and effectiveness.

Seth’s proficiency in matters relating to fundraising, revenue generation and charitable solicitation compliance for nonprofit organizations, including cause-marketing campaigns, hybrid business structures, corporate alliances, joint ventures and state and federal regulatory compliance, has been invaluable in assisting organizations to reach their mission and financial goals.

Seth has litigated in several state and federal jurisdictions on issues relevant to the philanthropic community.  Matters include board disputes, action and investigations by state regulatory authorities and constitutional issues.

As an outspoken advocate for the nonprofit sector, he actively participates with nonprofit trade associations including the Association of Fundraising Professionals, the Association of Direct Response Fundraising Counsel, Independent Sector, and Nonprofit New York.  He is a founding board member of the Charity Defense Council in support of their mission “to change the way people think about changing the world”.

Professional & Nonprofit Affiliations

Practising Law Institute, Board Governance & Financial Controls, Chairman

Charity Defense Council, Founding Board Member

Association of Fundraising Professionals, Special Counsel,

Direct Marketing Fundraisers Association, Special Counsel

Nonprofit New York, Government Affairs Committee

Vaincre Alzheimer’s Fondation (France), Founder, Former Chair, and Director

Alzheimer’s Forchung International (Germany), Director

International Association of Medical Assistants to Travelers (Canada), Director


American Bar Association Nonprofit Attorney of the Year – 2009

Humanities Award – Communications Independence for the Neurologically Impaired

Super Lawyers – 2008 - 2020

Jennifer Reynoso is General Counsel at Wellspring Philanthropic Fund, a private foundation that supports the realization of human rights and social and economic justice for all people.  Prior to joining Wellspring, she spent over 20 years as a member of Simpson Thacher & Bartlett LLP’s Exempt Organizations Practice. While at Simpson Thacher, she advised a variety of public charities and private foundations on structural and operating issues, including formation, governance, reorganizations, domestic and international grantmaking and internal investigations.  She also advised donors on charitable-giving techniques.

Jennifer is a frequent author and speaker on topics relevant to public charities and private foundations. She co-authored the paper “Evolution, Not Revolution: A Legislative History of the New York Prudent Management of Institutional Funds Act,” with Harvey P. Dale, Victoria B. Bjorklund and Jillian P. Diamant, published in the N.Y.U. Journal of Legislation and Public Policy.

Jennifer is currently the Chair of the Non-Profit Organizations Committee of the Association of the Bar of the City of New York and a member of the Exempt Organizations Committee of the American Bar Association Section of Taxation.

Jennifer joined Simpson Thacher after serving as a law clerk to the Honorable Wilfred Feinberg of the U.S. Court of Appeals for the Second Circuit. She also spent 1999–2000 as Associate Counsel for the New York Public Library. Jennifer earned her J.D. at New York University, where she graduated summa cum laude. She served as an articles editor of the New York University Law Review, was a fellow of the National Center on Philanthropy and the Law, and was named a member of the Order of the Coif. Jennifer earned her B.A. degree from the University of Michigan, where she graduated with high distinction.