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Strategic Transactions and Growth.

Transactions and growth for
tax-exempt organizations.

Why Org Law

High stakes transactions counsel informed by deep sector expertise

Tax-exempt transactions have the same core mechanics as commercial deals, but the operating context is different. Governance requirements, stakeholder approval dynamics, program continuity, regulatory touchpoints, and tax-exempt constraints can shape what is feasible, what is worth negotiating, and when to walk away.

Org Law’s transaction work is informed by experience inside organizations that have executed mergers, affiliations, and program acquisitions, not only as outside counsel. That perspective changes the diligence focus, the drafting priorities, and the advice on what each party is actually taking on after closing.

The work is designed to answer two questions in parallel: what it takes to get the deal done, and what the organization needs to function after it is done.

  • Mergers, affiliations, and program acquisitions — Structuring, diligence, definitive agreements, and approval process support from early planning through closing.
  • Subsidiaries and joint ventures — Entity formation, governance design, and documentation aligned to the parent organization's objectives and tax-exempt constraints.
  • Program and credential diligence — Contracts, IP, data obligations, vendor dependencies, and the program legal architecture that carries over after closing.
  • Approval and stakeholder process — Governance steps, timelines, and documentation support for the internal and external approvals a transaction requires.
  • Commercial partnerships and earned revenue structures — Licensing, co-branding, and structured collaborations designed for the organization's tax-exempt context.
  • Post-closing integration — Governance updates, assignments and transfers, and the completion steps that finalize what was agreed.

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Transaction Structure Support

Transaction and growth strategy: get the structure and terms right before signing.

The highest-leverage time in a transaction is early, before a structure is locked in and before expectations harden. A transaction structure assessment is a focused working session and written summary that maps structure options, key requirements, likely friction points, and the practical path to execution.

This is not a full diligence process. It is a front-end clarity exercise that helps leadership and the board understand what the deal will take, what choices exist, and what needs to be built into the timeline.

What You Receive

A working session and written summary covering transaction structure options, a proposed timeline, anticipated approvals and governance steps, priority diligence categories, and material issues to address before moving forward.

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General Scope of the Engagement

Structure options and tradeoffs

Merger, affiliation, acquisition, or subsidiary or joint venture structures, and what each implies for governance, documentation, and approval.

Governance and approvals

Key internal approvals and stakeholder steps that affect timing and documentation requirements.

Regulatory and external touchpoints

Potential notices, filings, or third-party consents that may affect schedule.

Diligence priorities

The issues most likely to affect value or create post-closing problems in this specific type of transaction.

Tax-exempt context considerations

Issues that can affect how the transaction is structured and documented given the organization's tax-exempt status.

Pracrtice Scope

Representative strategic transactions and growth matters

Transaction Structuring and Planning

Deal Structuring

Term Sheet Review

LOI Review

Approvals Map

Risk Scoping

What We Do
Advising on transaction structure before commitments are made, including early-stage planning, term sheet or LOI review, timeline design, and identification of governance steps and third-party requirements that affect execution.
 

When We Help

  • Merger versus affiliation versus program acquisition analysis
  • Early-stage structure planning and sequencing
  • Term sheet or LOI review for structure and timeline fit
  • Governance and approval planning
  • Subsidiary or joint venture planning

Due Diligence

Agreement Review

Vendor Diligence

Platform Diligence

IP and Data Diligence

Governance Review

What We Do
Conducting or advising on diligence focused on the issues that tend to drive risk and integration work in mission-driven transactions, including governance history, program dependencies, vendor and platform contracts, IP, data obligations, and operational constraints that carry over after closing.

When We Help

  • Program acquisitions where continuity and obligations matter
  • Contract and consent review for key vendors and platforms
  • Review of IP ownership and licensing posture
  • Review of data obligations and dependencies
  • Governance document and authority review

Transaction Document Drafting and Negotiation

Merger Agreement

Affiliation Agreement

Asset Purchase

JV Agreement

Closing Conditions

What We Do
Drafting and negotiating definitive transaction documents — merger, affiliation, asset purchase, joint venture, or other structures — with terms aligned to the tax-exempt context, governance realities, and post-closing operations.

When We Help

  • Drafting definitive agreements
  • Reviewing agreements proposed by the other party
  • Tailoring terms for nonprofit governance and continuity
  • Closing conditions and consent planning
  • Supporting ancillary documents and schedules

Approval and Stakeholder Process

Board Approvals

Committee Approvals

Member Process

Communications Support

Recordkeeping

What We Do
Supporting the internal approval process for transactions, including governance sequencing, documentation support, and process management aligned to the organization’s governance documents and stakeholder realities.

When We Help

  • Board and committee approval sequencing
  • Stakeholder communications alignment with process
  • Documentation support for approval steps
  • Multi-entity approval coordination
  • Contested or sensitive transaction process planning

Subsidiaries, Joint Ventures, and New Entity Structures

Subsidiary Formation

Joint Ventures

Member Process

Operating Agreement

Governance Rights

Intercompany Terms

What We Do
Structuring and documenting new entities and joint ventures, including governance design, relationship documentation, and the operational separation needed for the structure to function as intended.

When We Help

  • For-profit subsidiary formation and governance design
  • Joint venture governance and decision rights
  • Intercompany agreements and operational boundaries
  • Earned revenue structures tied to new entities
  • Updates to legacy entity structures and documents

Post-Transaction Integration

Governance Integration

Bylaws Update

Contract Assignments

IP Transfers

Filings Completion

What We Do
Legal support for the integration period following closing, including governance updates, document harmonization, transfers and assignments, and completion steps that finalize what was agreed.

When We Help

  • Governance restructuring and bylaw updates post-closing
  • Contract assignments and counterpart notifications
  • IP transfers and documentation cleanup
  • Program transition documentation
  • Closing deliverables and completion checklists
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