Michael A. Lehmann
Partner | New York | Philadelphia
Michael A. Lehmann

Michael A. Lehmann advises tax-exempt organizations on a wide variety of global tax matters. He has extensive experience representing nonprofit organizations, including healthcare providers, social services agencies, alcohol and substance abuse centers, scientific research organizations, religious organizations, museums, trade associations, private foundations, as well as arts, community development and social welfare organizations. Mr. Lehmann counsels clients on obtaining and maintaining federal, state and local tax-exemption; obtaining real property tax exemption; executive compensation; joint ventures and partnerships between non-profit and for-profit organizations; employee benefits; tax disputes, audits, controversies and protests involving the Internal Revenue Service, the New York State Department of Taxation and Finance and the New York City Department of Finance.

In particular, Mr. Lehmann has significant experience advising clients on UBIT, ECI and FIRPTA issues, having handled such issues in transactions, planning and tax strategies as well as audits and controversies with the IRS. He has obtained favorable rulings on UBIT structures and has successfully defended the non-UBIT characterization of transactions in more than a dozen IRS audits. He is a regular columnist for The Journal of Exempt Organizations and has published numerous articles relating to UBIT topics.

Mr. Lehmann has also represented many non-U.S. persons in handling ECI exposures in a variety of contexts including all types of investment funds, real estate projects, blocker structures, tax treaty planning, energy and power generation projects, and more. He has successfully represented numerous non-U.S. investors in IRS audits of asserted FIRTPA and ECI generating activity, closing nearly all such audits with either no change letters or very favorable settlements.

Prior to joining Dechert, Mr. Lehmann worked at another law firm where he served as the partner in charge of the tax and tax-exempt organizations practice.

Not-for-Profit Organizations

  • Advised many not-for-profit organizations in connection with mergers of not-for-profit corporations, acquisitions of other non-profits corporations, consolidations and combinations of not-for-profit corporations and conversions of type of organization utilizing a variety of creative and innovative structures tailored to the specifics of the organizations involved.
  • Represented numerous not-for-profit organizations in connection with structuring joint ventures, affiliations and strategic alliances with business entities, including forming limited liability companies, drafting joint operating agreements and forming partnerships.
  • Served as regular outside counsel to several private foundations, providing services in connection with both routine corporate level transactions as well as in connection with private foundation excise tax matters.
  • Obtained Section 501(c)(3) status for parents of multi-entity hospital systems, stand-alone hospitals, other health-related organizations, scientific research organizations, private foundations, arts organizations and other not-for-profit corporations.
  • Served as special counsel to several private foundations requiring formal legal opinions or private letter rulings on virtually all types of private foundation excise taxes (excess business holdings, self-dealing, taxable expenditures).
  • Assisted numerous Section 501(c)(3) corporations in planning and compliance related to unrelated trade or business income and unrelated debt financed income.
  • Advised Section 501(c)(3) organizations regarding the establishment of affiliated lobbying organizations, political committees and trade organizations.
  • Advised health care and other not-for-profit organizations in structuring lobbying activities, including compliance with Section 501(h).
  • Represented many Section 501(c)(3) organizations in fiscal agency arrangements with non-Section 501(c)(3) organizations.
  • Advised a wide variety of not-for-profit organizations on charitable fund raising structures and compliance, including forming auxiliaries, "friends of" organizations and related activities.
  • Advised not-for-profit educational and health organizations on formation and operation of offshore captive insurance companies.
  • Represented numerous not-for-profit organizations in structuring real estate investments and activities.
  • Advised not-for-profit managed care plans on the implications of insurance activities.
  • Represented numerous not-for-profit organizations in licensing arrangements and managing related tax issues.
  • Assisted numerous not-for-profit organizations in developing for-profit subsidiary and for-profit holding company structures.
  • Represented numerous not-for-profit and for-profit organizations in connection with obtaining private letter rulings on a variety of issues, including unrelated trade or business income, ERISA controlled groups, activities of qualified plans, status of VEBAs, taxation of real estate transactions, not-for-profit/for-profit joint ventures and tax ownership of leased equipment.
  • Advised several New York metropolitan area hospital systems on physician practice acquisitions, physician incentive compensation and physician recruitment and retention programs.
  • Assisted numerous not-for-profit corporations in IRS Form 990 planning and compliance.
  • Advised trustees and senior management of numerous Section 501(c)(3) regarding issues under the "intermediate sanctions" rules regarding executive compensation and other potential "excess benefit transactions".
  • Obtained real property tax exemptions for many not-for-profit organizations.
  • Developed conflict of interest policies for a broad spectrum of Section 501(c)(3) organizations.
  • Represented numerous not-for-profit and for-profit corporations in audits and controversies involving federal, New York State and New York City tax authorities.
  • Served as institution counsel for a variety of tax-exempt bond offerings involving hospitals and health care related borrowers.
  • Served as institution counsel for a variety of debt restructurings involving transitions from taxable debt to tax-exempt debt, and vice versa.
  • Served as developer's counsel and also as investor's counsel in low-income housing development projects and low-income housing tax-credit projects.
  • Advised a wide spectrum of charitable organizations on establishing and maintaining endowment corporations.
  • Advised many Section 501(c)(3) organizations on complex charitable giving structures, such as charitable remainder trusts and charitable lead trusts.
  • Represented many non-profit organizations in obtaining and defending real property tax exemption, sales and other tax exemptions.

Includes matters handled at Dechert or prior to joining the firm.

  • Governance for Nonprofits - A National Perspective —Illinois State Bar Association, Illinois (April 14, 2016)
  • Nonprofits 101 — Dechert LLP, New York, NY (October 18, 2016)
  • Green Bonds: Trends & Updates in 2017 — The Knowledge Group, New York, NY (July 26, 2017)
  • 2016 Nonprofit Law/Exempt Organizations Update - A National Perspective — Illinois State Bar Association, Illinois (January 20, 2016)
  • Choice of Entity for Nonprofits & Obtaining Tax Exempt Status - A National Perspective — Illinois State Bar Association, Illinois (November 18, 2015)
    • Brown University, A.B., 1984, magna cum laude
    • Columbia Law School, J.D., 1987, Harlan Fiske Stone Scholar; Writing and Research Editor, Columbia Journal of Law and Social Problems
    • New York University School of Law, LL.M., Taxation, 1991
    • New York
    • Pennsylvania