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Panels

L3C Panel
Robert Lang , Moderator

John Tyler, General Counsel and Secretary, Ewing Marion Kauffman Foundation
The Fiduciary Duties of L3C Managers and Members and the Role of Foundations in the Life of L3Cs

Sanders Davies, CPA, Partner, O’Connor Davies Munns & Dobbins, LLP
Structural Accounting and Tax Issues Surrounding L3Cs and Their Alternatives

 Richard Schmalbeck, Simpson Thacher & Bartlett Professor of Law, Duke University
The Potential IRS Treatment of L3Cs

An International Look at Hybrid Organizations 

Stephen Lloyd, Bates Wells & Braithwaite London LLP
The Community Interest Corporation

Arthur Wood, Ashoka
Social Ventures Around the World

Benoit Le Bars,  Senior Lecturer, Cergy–Pontoise University Law School, and Avocat à la Cour, Le Bars and Associés
The EU Experience

Other Forms of Social Entrepreneurship: A Domestic View
Dana Brakman Reiser, Brooklyn Law School
Luther Ragin, Vice President, Investments, The F.B. Heron Foundation
Robert A. Katz, Professor of Law, Indiana University School of Law–Indianapolis
Antony Page, Professor of Law and Dean’s Fellow, Indiana University School of Law–Indianapolis

L3C Workshop — The Nuts and Bolts of Creating and Running a Social Enterprise
Professor Schmidt and Brian Murphy will provide perspective for those who are thinking of starting an L3C or other social enterprise.  

Brian Murphy, Partner, Dinse/Knapp/McAndrew
Determining the Best Business Structure for a Social Enterprise

Betsy Schmidt, Visiting Professor, Vermont Law School
The Experiences of Vermont’s L3C Pioneers

Please feel free to contact us at symposium@lists.vermontlaw.edu with any questions.

Panelists

John Tyler, General Counsel and Secretary

John Tyler is the general counsel, secretary, and chief ethics officer for the Ewing Marion Kauffman Foundation, the world's largest foundation devoted to entrepreneurship. Among other things, John was involved in obtaining a ruling from the IRS on the propriety of an angel investment fund as a program related investment, which ruling served as a precursor to the L3C.

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Brian R. Murphy, Small Business and Nonprofit Attorney

At Dinse/Knapp/McAndrew, a prominent Vermont firm, Brian Murphy practices in exempt organizations law. In his capacity as a member of the Vermont Bar Association’s Business Section, he acted as the liaison to the Vermont Legislature in making the L3C a Vermont reality.

 

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Benoit Le Bars, Senior Lecturer, Cergy–Pontoise University Law School, and Avocat à la Cour, Le Bars and Associés   

Benoit Le Bars is the Director of the Postgraduate Program in Business law at Cergy–Pontoise University Law School. He also teaches French and European corporate law at Vermont Law School.

He recently started his own firm, Le Bars and Associés, in Paris, France. 

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Sanders Davies, CPA

A senior partner at O’Connor Davies Munns & Dobbins, Sanders Davies has over thirty five years experience providing professional accounting, tax and consulting advice to clients in both the business and not-for-profit communities. As the interest in social investing and social entrepreneurship has increased, Mr. Davies has worked with his clients to navigate the complex compliance and business issues arising at the intersection of the commercial and charitable worlds. He has consulted to clients and spoken on the subject of the new L3C vehicle. Mr. Davies firm, O’Connor Davies, is a mid-sized CPA firm headquartered in the New York tri-state area serving a diverse range of clients, both locally and nationally, in the for profit and not-for-profit sectors.

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Betsy Schmidt, VLS Professor

Betsy Schmidt, a visiting professor at Vermont Law School, is currently teaching Nonprofit Law and Property. She has also taught Family Law, Juvenile Law, Employment Discrimination, Legal Writing, and Legal Skills at William and Mary Law School.  Her casebook, “The Charitable Corporation: Theory and Practice,” will be published by Aspen Publishers in late 2010 or early 2011. She is also a member of the IRS’ Customer Education and Outreach Academic Institution Initiative, which is developing methods for improving nonprofit leaders’ understanding of the federal tax laws that apply to their institutions.  As the President of a managerial consulting firm, Southpoint Social Strategies, she also works directly with nonprofits and their communities, helping them to align their goals with their resources and measure their success. She has authored articles related to nonprofit governance, accountability, policies, and ethics, and she has degrees from Princeton University and Stanford Law School.

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Richard Schmalbeck, Simpson Thacher & Bartlett Professor of Law  

Richard has served as dean of the University of Illinois College of Law, and as a visiting professor on the University of Michigan and Northwestern University law faculties. His recent scholarly work has focused on issues involving non-profit organizations, and the federal estate and gift taxes. He has also served as an advisor to the Russian Federation in connection with its tax reform efforts. The second edition of his federal income tax casebook, co-authored with Lawrence Zelenak, was released by Aspen Publishers in 2007.

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Linda O. Smiddy, Professor of Law

Professor Linda O. Smiddy of Vermont Law School is currently teaching Contracts, Corporations, Corporate Finance and International Intellectual Property. She is the co-author of the casebook, Corporations and Other Business Organizations: Cases, Materials and Problems (LexisNexis); and of Soderquist on Corporate Law: Corporate Theory and Practice (PLI). She has served as the Vermont Law School Associate Dean of Academic Affairs and the school’s Director of International and Comparative Law Programs. She is also an appointed member of the Association of American Law Schools Committee on International Relations. Professor Smiddy has been a visiting professor at the University of Paris 13 and at the University of Cergy-Pontoise. She was awarded an honorary degree by the University of Paris 13, the first woman so honored. She has also taught at the Institute on World Legal Problems at the University of Innsbruck, Austria. Professor Smiddy chaired the committee responsible for drafting Vermont’s business corporation law, and she has frequently testified before the Vermont Legislature on matters related to the law of business organizations. She is an elected member of the American Law Institute, past Chair of the Vermont Bar Association Business Organization Committee, and was appointed as a Vermont Commissioner to the National Conference on Uniform State Laws. She was formerly associated with the New York law firm of Cravath, Swaine & Moore.

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Luther M. Ragin, Jr. Vice President for Investments

Luther M. Ragin, Jr. is Vice President for Investments at The F.B. Heron Foundation, a national foundation with assets of $250 million located in New York City. Prior to joining the Foundation in 1999, Luther was the Chief Financial Officer of the National Community Capital Association, a trade association of community development financial institutions that provide access to capital in low-income communities. Other significant experience includes eight years as Chief Financial Officer of Earl G. Graves, Ltd., and seven years with Chase Manhattan Bank, including three years as Vice President of Syndications/Assets Sales for the North American Corporate Finance Sector. He holds a BA and Master of Public Policy from Harvard, and is a graduate of Columbia University’s Executive Program in Business Administration.  He is a member of the Board of Directors of ShoreBank Corporation, the nation’s largest community development bank holding company, and The Threshold Group, an independent wealth advisor for high net worth families.  He is also William Henry Bloomberg Lecturer in Public Management at the John F. Kennedy School of Government and a senior research fellow at the Hauser Center for Nonprofit Organizations, both at Harvard University.

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Robert Katz, Professor of Law

Robert Katz is a professor of law at Indiana University School of Law-Indianapolis, and holds a joint appointment with the Indiana University Center on Philanthropy as Professor of Philanthropic Studies. His teaching and research interests include social enterprise and nonprofit organizations. He received his J.D. from the University of Chicago and an A.B. from Harvard University, and served as a law clerk for (then) Chief Judge Stephen G. Breyer of the U.S. Court of Appeals for the First Circuit. Before joining the IU faculty, Professor Katz was a trial attorney at the U.S. Department of Justice’s Civil Division and the executive director of a charitable foundation.

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Antony Page, Professor of Law & John S. Grimes Fellow

Antony Page is a professor of law at Indiana University School of Law--Indianapolis. His teaching and research interests include social enterprise and corporate governance, corporate law, and mergers & acquisitions. His scholarly work has been cited by several U.S. courts, including the U.S. Supreme Court. Before joining the IU faculty, Professor Page was an associate at the law firm of Sullivan & Cromwell in both their London and Los Angeles offices, and served as a law clerk for Judge Alarcon of the U.S. Court of Appeals for the Ninth Circuit and Judge Hupp of the U.S. District Court, Central District of California. He also was a Trade Commissioner in the Canadian Department of Foreign Affairs, serving in Thailand, Laos and Burma.

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Elizabeth Carott Minnigh, Tax Attorney, Buchanan Ingersoll & Rooney, PC

Elizabeth Carrott Minnigh is an attorney in the Tax Section at Buchanan, Ingersoll & Rooney PC, where she serves as Vice-Chair of the firm's Nonprofit Organizations group. Ms. Minnigh focuses her practice on nonprofit organizations. trusts and estates and family businesses. She is a frequent contributor to BNA/Tax Management, and a member of the Society of Trust and Estate Practitioners, Washington, D.C. Estate Planning Council and ABA Tax and RPTE sections. She is a graduate of the University of Pennsylvania Law School, and received her L.L.M in Taxation from New York University.

Ms. Minnigh will provide an overview of rules governing program related investments, with an emphasis on how they relate to low-profit limited liability companies (L3Cs). She will also outline the proposed federal legislation clarifying these rules and explain the impact of this legislation on L3Cs.