Amanda H. Nussbaum
Partner
Amanda H. Nussbaum is the chair of the Firm’s Tax Department as well as a member of the Private Funds Group. Her practice concentrates on planning for and the structuring of domestic and international private investment funds, including venture capital, buyout, real estate and hedge funds, as well as advising those funds on investment activities and operational issues. She also represents many types of investors, including tax-exempt and non-U.S. investors, with their investments in private investment funds. Business partners through our clients’ biggest challenges, Amanda is a part of the Firm’s cross-disciplinary, cross-jurisdictional Coronavirus Response Team helping to shape the guidance and next steps for clients impacted by the pandemic.
Amanda has significant experience structuring taxable and tax-free mergers and acquisitions, real estate transactions and stock and debt offerings. She also counsels both sports teams and sports leagues with a broad range of tax issues.
In addition, Amanda advises not-for-profit clients on matters such as applying for and maintaining exemption from federal income tax, minimizing unrelated business taxable income, structuring joint ventures and partnerships with taxable entities and using exempt and for-profit subsidiaries.
Amanda has co-authored with Howard Lefkowitz and Steven Devaney the New York Limited Liability Company Forms and Practice Manual, which is published by Data Trace Publishing Co.
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On November 21, 2022, Governor Kathy Hochul signed into law new legislation, which amends certain provisions of the New York Not-For-Profit Corporation Law (the “N-PCL”). The legislation, described in detail below, “modernizes provisions of law relating to members, directors and officers to align with current practices, streamline procedures and eliminate unnecessary regulatory burdens”[1], and is … Continue Reading
Introduction Tax-exempt organizations, while not generally subject to tax, are subject to tax on their “unrelated business taxable income” (“UBTI”). One category of UBTI is debt-financed income; that is, a tax-exempt organization that borrows money directly or through a partnership and uses that money to make an investment is generally subject to tax on a … Continue Reading
On October 21, 2021, the Internal Revenue Service (the “IRS”) released Notice 2021-56 (the “Notice”), which sets forth the additional requirements a limited liability company (“LLC”) must satisfy to obtain a determination letter recognizing its tax-exempt status under sections 501(a) and 501(c)(3) of the Internal Revenue Code.[1] The Notice also requests public comments by February … Continue Reading
Proskauer’s 26th Annual Trick or Treat Seminar was held virtually on Friday, October 29th and discussed timely topics and best practices specifically tailored to the not-for-profit community. The seminar discussed: Workplace challenges: Mandatory vaccinations, HERO act and other considerations Tax proposals impacting nonprofit organizations Employee benefits update Amanda Nussbaum welcomed everyone and introduced the presenters.… Continue Reading
On July 1, 2021, the Supreme Court struck down a California donor-disclosure law as facially unconstitutional in its decision in Americans for Prosperity Foundation v. Bonta.[1] The law required nonprofits operating or soliciting contributions in California to disclose to the Attorney General of California information about all of its donors who contribute more than $5,000 … Continue Reading
On January 19, 2021 the Department of the Treasury (“Treasury”) and the Internal Revenue Service (“IRS”) published in the Federal Register Final Regulations (the “Final Regulations”) interpreting the excise tax under Section 4960 of the Internal Revenue Code on certain executive compensation paid by tax-exempt organizations. The Final Regulations maintain most of the concepts from … Continue Reading
Proposed Regulations under Section 4960 of the Internal Revenue Code provide important guidance for tax-exempt organizations and their affiliates regarding an excise tax on certain executive compensation. The U.S. Department of the Treasury (“Treasury”) and Internal Revenue Service (the “IRS”) are accepting comments until August 10, 2020. (Throughout this post, “Sections” refer to sections of … Continue Reading
On May 26, the Internal Revenue Service (“IRS”) and the U.S. Department of the Treasury issued final regulations (the “Final Regulations”) relaxing nonprofit donor disclosure requirements under section 6033[1] of the Internal Revenue Code (the “Code”) for many non-charitable tax-exempt organizations. Stated generally, section 6033 requires organizations exempt from taxation under section 501(a) (including section … Continue Reading
On April 23, 2020, the Treasury Department and the Internal Revenue Service (the “IRS”) issued proposed regulations (the “Proposed Regulations”) under Section 512(a)(6) of the Internal Revenue Code (the “Code”). Section 512(a)(6) was enacted as part of the 2017 Tax Cut and Jobs Act (the “TCJA”) and requires exempt organizations (including individual retirement accounts) to … Continue Reading
On April 23, the Treasury Department and the Internal Revenue Service (the “IRS”) issued helpful proposed regulations under section 512(a)(6) of the Internal Revenue Code (the “proposed regulations”). Section 512(a)(6) was enacted as part of the 2017 Tax Cut and Jobs Act (the “TCJA”) and requires exempt organizations (including individual retirement accounts) to calculate unrelated … Continue Reading
On March 18, 2020, President Trump signed into law the Families First Coronavirus Response Act (“FFCRA”) (H.R. 6201), and on March 27, 2020, he signed into law the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) (H.R. 748). This alert summarizes certain loan and tax-related provisions of these new laws that are most … Continue Reading
On Friday, December 20, 2019, President Trump signed into law government funding legislation for the 2020 fiscal year that includes a provision repealing Section 512(a)(7), commonly referred to as the “parking tax,” with retroactive effect to the date of its enactment.[1] Section 512(a)(7) was enacted pursuant to the 2017 U.S. tax legislation known as the … Continue Reading
On December 20, 2019, President Trump signed into law changes to the private foundation excise tax on net investment income under Section 4940 of the Internal Revenue Code.[1] For purposes of Section 4940, net investment income is the excess of gross income from interest, dividends, rents and royalties (“gross investment income”), plus capital gain net … Continue Reading
Late on Friday, December 20, 2019, President Trump signed into law government funding legislation for the 2020 fiscal year that includes a provision repealing Section 512(a)(7), commonly referred to as the “parking tax.”[1] Section 512(a)(7) was enacted pursuant to the 2017 U.S. tax legislation known as the “Tax Cuts and Jobs Act.” The provision required … Continue Reading
On October 23, 2019, Governor Andrew M. Cuomo, signed legislation incorporating the federal Johnson Amendment into New York law. As previously described, the Johnson Amendment denies tax-exempt status under section 501(c)(3) of the Internal Revenue Code (the “Code”) to (and imposes excise taxes on) any organization that engages in political campaign activities. The new legislation amended … Continue Reading
Proskauer’s 24th Annual Trick or Treat Seminar was held on Wednesday, October 31 and discussed timely topics and best practices specifically tailored to the not-for-profit community. The seminar discussed: Protect Yourself: A Practical Guide to Strategic Risk Management and Insurance How to Solicit a Donor in Fifteen Minutes: The Ultimate Cheat Sheet Compensation and Benefits … Continue Reading
On March 15, 2019, the U.S. Court of Appeals for the Seventh Circuit held in Gaylor v. Mnuchin that the tax exemption for “ministers of the gospel” (defined below) under Section 107(2) of the Internal Revenue Code (the “Code”) does not violate the Establishment Clause[1] of the First Amendment and, therefore, is constitutional, overruling the … Continue Reading
As we have previously discussed, the 2017 tax reform act created a new excise tax under section 4960 of the Internal Revenue Code that will affect many tax-exempt employers. The tax is 21% of certain compensation and can be triggered if an employee receives more than $1 million of compensation or an employee receives certain … Continue Reading
On December 31, 2018, the Department of the Treasury (“Treasury”) and the Internal Revenue Service (the “IRS”) released Notice 2019-09 (the “Notice”), which provides interim guidance under Section 4960 of the Internal Revenue Code. Very generally, Section 4960 imposes a 21% excise tax on certain tax-exempt entities (and certain related organizations) that pay remuneration in … Continue Reading
December 10, 2018 saw significant activity with respect to Section 512(a)(7) of the Internal Revenue Code (the “Code”), which requires tax-exempt employers to increase their unrelated business taxable income (“UBTI”) by amounts paid or incurred for qualified transportation fringe benefits provided to employees, including the provision of parking and public transportation benefits. Section 512(a)(7) was … Continue Reading
Proskauer’s 23rd Annual Trick or Treat Seminar was held on Wednesday, October 31. The Seminar discussed: Sexual Harassment in the #MeToo Era Taxing Times for Tax-Exempt Organizations: The Impact of Tax Reform on Executive Compensation and Employee Benefits for Tax Exempt Organizations Recent, Spooky Tax Changes Affecting the UBTI Rules Amanda Nussbaum welcomed everyone and briefly … Continue Reading
On August 21, 2018, the Internal Revenue Service (“IRS”) released Notice 2018-67 (the “Notice”), addressing issues relevant to tax-exempt organizations arising under new Section 512(a)(6) of the Internal Revenue Code (the “Code”), promulgated pursuant to the 2017 U.S. tax legislation that is commonly referred to as the “Tax Cuts and Jobs Act.” Section 512(a)(6) requires … Continue Reading
Early on December 2, 2017, the Senate passed the Tax Cuts and Jobs Act (the “Senate Bill”). This blog entry describes certain provisions of the Senate Bill that would have the most significant impact on the nonprofit community, including important differences between the Senate Bill and the prior version of the Senate bill and the … Continue Reading
Over the last several days, there have been significant developments relating to the Tax Cuts and Jobs Act, the pending tax reform legislation in Congress.[1] On Thursday, a detailed summary of the Senate Finance Committee’s proposal was released (the “Senate Markup”),[2] and the House Ways and Means Committee voted (in a 24-16, party-line vote) to … Continue Reading
New Legislation Modernizes New York Not-For-Profit Corporation Law
By Amanda H. Nussbaum and Colin Wetmore on Posted in Not-for-Profit, Tax-Exempt Organizations
U.S. District Court Finds Mayo Clinic Qualifies as an “Educational Organization”; Awards $11.5M UBTI Refund
By Richard M. Corn, Amanda H. Nussbaum, David Miller, Stuart Rosow and Carrie Slaton on Posted in IRS, Not-for-Profit, Tax, Tax-Exempt Organizations
IRS Releases Guidance on Requirements for Limited Liability Companies to Qualify as Tax-Exempt Entities
By Amanda H. Nussbaum, Stuart Rosow and Rita N. Halabi on Posted in IRS, Not-for-Profit, Tax-Exempt Organizations
Proskauer’s 26th Annual Trick or Treat Seminar
By Amanda H. Nussbaum, Jean Bertrand, Katrina McCann, David Miller and Jurate Schwartz on Posted in Employee Benefits, Labor, Not-for-Profit, Tax
The Impact of Americans for Prosperity Foundation v. Bonta on Donor Disclosure Laws
By Amanda H. Nussbaum, Richard M. Corn and Carrie Slaton on Posted in IRS, Not-for-Profit, Tax-Exempt Organizations
Final Regulations on Executive Compensation Excise Tax (Section 4960) Carries Forward Most Concepts from Proposal
By Amanda H. Nussbaum, James Huffman, Katrine Magas and Seth Safra on Posted in Executive Compensation, IRS, Tax Reform, Tax-Exempt Organizations
10 Keys to Excise Tax on Executive Compensation Paid by Tax-Exempt Organizations
By Seth Safra, Amanda H. Nussbaum, Katrine Magas and James Huffman on Posted in Executive Compensation, IRS, Not-for-Profit, Tax Reform, Tax-Exempt Organizations
IRS Issues Final Regulations on Nonprofit Donor Disclosure Requirements
By Amanda H. Nussbaum and Elizabeth Johnston Wytock on Posted in IRS, IRS Filings, Not-for-Profit, Tax-Exempt Organizations
Proposed Regulations on UBTI Provide Guidance to Tax-Exempt Organizations Making Fund Investments
By Jeremy Naylor, Amanda H. Nussbaum and Brianna Reed on Posted in Not-for-Profit, Tax Reform, Tax-Exempt Organizations
Proposed Regulations Provide Guidance to Exempt Organizations on Identifying Separate Unrelated Trade or Businesses
By Stuart Rosow, Amanda H. Nussbaum, David Miller, Janicelynn Asamoto Park and Bowon Koh on Posted in IRS, Tax-Exempt Organizations
The FFCRA and CARES Act: Key Provisions Affecting Nonprofit Organizations
By Amanda H. Nussbaum, David Miller, Jean Bertrand, Bowon Koh and Sean Webb on Posted in Coronavirus, Tax-Exempt Organizations
IRS Provides Guidance on Unrelated Business Income Tax Refunds
By Amanda H. Nussbaum and Amy Zelcer on Posted in IRS, Not-for-Profit, Tax-Exempt Organizations
Simplification of the Net Investment Income Tax for Private Foundations
Repeal of Unrelated Business Income Tax on Qualified Transportation Fringe Benefits
By Amanda H. Nussbaum and Amy Zelcer on Posted in Not-for-Profit
New York State Codifies the Johnson Amendment
By Amanda H. Nussbaum, David Miller and Jo Habenicht on Posted in Not-for-Profit, Religious Organizations, Tax-Exempt Organizations
Proskauer’s 24th Annual Trick or Treat Seminar
Parsonage Exclusion Found by Seventh Circuit to Be Constitutional
Five Excise Tax Tips For Tax-Exempt Employers
IRS Releases Interim Guidance on New Excise Tax on Executive Compensation Paid by Tax-Exempt Organizations
By Steven Einhorn, Tyler Forni, David Miller, Amanda H. Nussbaum and Ira G. Bogner on Posted in IRS, Tax-Exempt Organizations
Inclusion of Qualified Transportation Fringe Benefits in UBTI: Guidance, Relief, and Rumors of Possible Repeal
By Amanda H. Nussbaum and Amy Zelcer on Posted in IRS
Proskauer’s 23rd Annual Trick or Treat Seminar
By Amanda H. Nussbaum on Posted in IRS, Labor
Tax-Exempts May Limit Fund Investments Pursuant to New IRS Guidance on UBTI
By Scott S. Jones, Arnold P. May, Jeremy Naylor, Amanda H. Nussbaum, Brian Huber and Brianna Reed on Posted in IRS, Private Foundations
Updates for Tax-Exempt Organizations from the Senate Bill
By David Miller, Amanda H. Nussbaum, Elizabeth M. Mills, Steven Einhorn and Amy Zelcer on Posted in IRS
Updates for Tax-Exempt Organizations from the Senate Markup to the Tax Cuts and Jobs Act
By Amanda H. Nussbaum, Elizabeth M. Mills, Steven Einhorn and Amy Zelcer on Posted in Uncategorized
