Trade & Professional Associations
Vedder Price P.C.’s Trade and Professional Association Practice is national in scope and represents an important and growing area of the firm’s practice. The firm’s attorneys specializing in this area have extensive experience working with the ever-broadening legal issues that have an impact on today’s associations.
Vedder Price acts as both general and special counsel to a large number of local, regional, national and international trade and professional associations. The firm also provides extensive legal counsel to standard-setting, certification and accreditation bodies and a wide variety of charitable organizations including private and public foundations. These clients are managed in a variety of ways, ranging from large in-house executive staffs to multi-management firms to direct administration by unpaid officers.
As general counsel, the firm is responsible for the client’s complete legal needs and is experienced in and familiar with all aspects of an association’s operations, including:
Antitrust
Because trade and professional associations are by nature a combination of competitors drawn together to achieve shared goals, their activities frequently raise issues under the antitrust laws. Thus, a prerequisite for association representation is a strong foundation in the antitrust laws. Vedder Price’s lawyers have this foundation. Vedder Price has successfully represented association clients in major antitrust litigation in the state and federal courts and before the Federal Trade Commission. For example, Vedder Price’s attorneys acted as lead counsel in an industry-wide investigation of the medical profession by the Federal Trade Commission. Vedder Price has also represented association clients in major litigation, challenging codes of ethics, standard setting and accreditation programs. Our in-depth knowledge of antitrust laws enables us to counsel and defend our clients most effectively in a difficult and sometimes hostile environment.
Tax
Our work in this field includes familiarity with the requirements for exemption under Section 501(c)(6) and Section 501(c)(3) of the Internal Revenue Code, including the corresponding restrictions on the operations of such exempt organizations. We have obtained many favorable exemption determination letters and rulings from the Internal Revenue Service, at both the local and national office levels. We have extensive experience in addressing private inurement issues, unrelated business income tax issues (including opportunities and problems relating to special rules, such as those for royalty income or debt-financed property) and the use of association-sponsored charitable and educational foundations. Further, cognizant of the need to generate income from sources other than dues, we have assisted a number of our clients in establishing separate for-profit subsidiaries to engage in activities of an unrelated business nature which, if substantial in scope, could jeopardize the tax-exempt status of the association. In recent years we have monitored closely the proposed legislative changes regarding taxation of unrelated business income and have alerted clients to proposals that pose a significant threat.
Insurance
We have counseled a large number of associations in connection with their establishment of group insurance programs of various types and sizes, including the negotiation of agreements with insurance carriers and administrators and brokers of the programs. We have assisted associations in obtaining various insurance coverages, including general liability, director/officer and committee coverage and fidelity bond and property damage coverage. Finally, we have established for our clients a number of Section 501(c)(9) voluntary employee beneficiary association trusts to fund benefits for a wide variety of purposes and beneficiaries. We have advised associations with respect to the establishment of captive insurance companies and risk retention and risk purchasing groups pursuant to The Risk Retention Act of 1986.
Standard Setting, Certification and Accreditation Programs
We advise certifying boards, licensing agencies, accrediting bodies and associations in developing and implementing testing and other types of evaluation programs that satisfy antitrust and due process requirements. In connection with such programs, we advise our clients on conflict-of-interest and disclosure policies and other ways to avoid liability arising from competitor involvement in these types of programs.
Publication Activities
Virtually all of our trade and professional association clients maintain newsletters, journals and other publications. We prepare, review, negotiate and interpret publishing agreements between each association and the publishers of its various materials, taking into account not only the program objectives of the association but also the business and tax-planning aspects of such arrangements. We also advise editors of association publications concerning matters affecting publication, including mailing privilege issues, libel issues, disclaimer and copyright issues, and issues arising from acceptance or rejection of advertisements from individuals or organizations.
Meetings and Conventions
We review and revise contracts between associations and convention hotels and convention centers, advise our clients on convention prospectuses, exhibitor rules and regulations, the relationship between exhibitors and official convention decorators, the eligibility of exhibitors to participate, and potential liability for permitting certain types of exhibits.
Membership
We counsel associations and their boards and membership committees concerning the legal implications of the membership application process, including developing procedural rules, membership policies and codes of conduct. We also routinely conduct hearings at which the qualifications of rejected applicants for membership are reviewed or the rights of current members considered for sanction are addressed.
Legislative and Administrative
Our attorneys recognize and understand the socioeconomic forces affecting our clients and have assisted clients in formulating legislative positions, including the development of legislative or regulatory comments and the preparation of association representatives to testify before congressional committees and executive agency staffs. In addition, we counsel clients on the legal implications of lobbying activity (including possible adverse effects on Section 501(c)(3) tax-exempt status) and, in recent years, the special rules with respect to political action committees. Our attorneys are able to monitor and report on developments and trends in the legislative, regulatory and administrative processes of interest and concern to an association and its members.
General Support
The representation of an association requires the full range of services needed by any business corporation as well as particular substantive knowledge of the individual field in which the association operates. The wide range of experience that Vedder Price has can be focused promptly on any association problem. Consistent with the overall philosophy of the firm, Vedder Price’s trade and professional association attorneys take a "hands-on" approach to the practice of law. We pride ourselves on being counselors able to do more than merely deal with the legal obstacles to our clients’ goal. Rather, we strive to assist clients in foreseeing and preventing problems and formulating effective and innovative solutions. The firm’s trade and professional association attorneys have trained in the nation’s finest law schools, and each has enhanced practical experience because of the firm’s team approach to serving client needs. Our trade and professional association attorneys meet regularly to discuss developments and trends in the law in order to anticipate their effects on our clients. We keep our clients abreast of significant developments and strategies through personal contact, special client letters and the firm’s trade and professional association bulletins.
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