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Nonprofit Organizations 2016: Governance, Form 990 Reporting, and Compensation Issues

Speaker(s): Dahlia Doumar, Dana Brakman Reiser, David G. Samuels, J.J. Harwayne Leitner, Karen I. Wu, Seth Perlman
Recorded on: Dec. 14, 2016
PLI Program #: 150574

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.

J.J. Harwayne Leitner has a multi-disciplinary practice representing tax-exempt organizations of all types and sizes, including private foundations, private operating foundations, public charities, supporting organizations, "friends of" organizations, donor advised funds, social welfare organizations, and trade associations. She counsels on all tax laws pertaining to nonprofit organizations, including private foundation excise taxes, taxation of unrelated business income, private benefit and inurement, intermediate sanctions, and lobbying and political activities. J.J. also has extensive experience with the New York not-for-profit corporation law and handling transactions for New York charities that involve the oversight of the Attorney General’s Charities Bureau.

As outside general counsel to many of her clients, J.J. regularly reviews and drafts contracts, both routine and extraordinary, and she counsels those clients on a wide variety of legal issues, including employment, real estate, intellectual property, and litigation matters. J.J.'s practice also includes the formation of new organizations and obtaining federal and state tax exemptions; corporate governance matters; complex corporate transactions, including joint ventures, spin-offs, mergers, conversions, and asset sales; and nationwide state charitable solicitation issues including cause marketing and other fundraising transactions and methods.

Additional Qualifications

  • Skadden, Arps, Slate, Meagher & Flom LLP, New York, N.Y., 2008-2014
  • Holland & Knight LLP, New York, N.Y., 2001-2008
  • Gilbert, Segall and Young LLP, New York, N.Y., 2000-2001
  • LeBoeuf, Lamb, Greene & MacRae LLP, New York, N.Y., 1998-2000

Professional and Community Activities

  • Member, Diversity and Inclusion Committee, 2016; Member, Nonprofit Committee, 2016 – American Bar Association Business Section


J.D., Georgetown University Law Center, 1998

  • Award for Excellence in “Subordination: Traditions in Thought and Experience”
  • Georgetown Journal on Fighting Poverty

B.A., Mathematics, Brown University, 1994

Related Practices

Tax-Exempt Organizations Tax: Federal

Corporate Governance Executive Compensation

Admitted to Practice

New York, 1999

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