Suzanne Ross McDowell

Partner

1330 Connecticut Avenue, NW
Washington DC 20036
TEL: 202.429.6209
FAX: 202.429.3902

Suzanne Ross McDowell is a partner in the Washington office of Steptoe & Johnson LLP, where she focuses on the law of tax-exempt organizations with particular emphasis on tax, corporate governance, and commercial transactions.

She has extensive experience with the nonprofit sector including representation of exempt organizations on a broad spectrum of matters as a private practitioner; service at the US Treasury Department where she was responsible for all legislative and regulatory issues affecting exempt organizations; and work as Senior Vice President and Deputy General Counsel for the National Geographic Society where she developed cost-effective practical solutions for a wide variety of complex legal and business issues.

Ms. McDowell currently serves as the Chair of the Exempt Organizations Committee of the American Bar Association Tax Section, as well as Co-Chair of the American Law Institute-American Bar Association Advanced Course on Tax-Exempt Organizations. She also currently serves on the advisory board of The Exempt Organization Tax Review and the Journal of Taxation of Exempt Organizations. Ms. McDowell is a frequent speaker at conferences and is the author of several papers, and she co-authors Steptoe's Exempt Organizations Advisory.

Tax
In the tax field, Ms. McDowell counsels clients on the full range of issues that face tax-exempt organizations. She assists clients with tax planning to minimize state and federal tax liability, obtaining favorable tax rulings, and managing tax audits and appeals. She also structures transactions to reduce or eliminate unrelated business income tax (UBIT). In addition, she advises clients on organizational structures, including mergers, acquisitions, taxable subsidiaries, limited liability companies, joint ventures, and other affiliated entities to minimize tax liability and protect tax-exempt status. She helps clients achieve their public policy objectives without running afoul of the regulations on lobbying and political activities. She advises clients on strategies for maximizing charitable giving and fundraising, ensuring that income from corporate sponsorships is tax-exempt, complying with the complex private foundation rules, compensating executives within the bounds of applicable rules, and avoiding intermediate sanctions and threats to tax-exempt status. She also sets up new organizations and helps them acquire and maintain tax-exempt status under the most advantageous classification in light of their objectives.

Corporate Governance and Internal Investigations
Ms. McDowell served as a vice chair of the ABA Coordinating Committee on Nonprofit Governance, which published Guide to Nonprofit Corporate Governance in the Wake of Sarbanes-Oxley (2005). In her practice, Ms. McDowell counsels nonprofit organizations on best practices for corporate governance and assists them in reviewing their governance structures, determining the best committee structure for their boards, and drafting committee charters. She also assists organizations in drafting corporate policies, such as conflicts of interest and whistleblower policies, tailored to their particular needs. In addition, she conducts internal reviews and investigations in order to advise boards of directors. She advises boards of directors and officers on the rights and obligations that their corporate positions entail and drafts articles of incorporation and bylaws for new organizations.

Commercial Transactions
Ms. McDowell has extensive experience in negotiating and drafting commercial agreements for exempt organizations, with particular emphasis on licensing and publishing agreements. She has structured, negotiated, and drafted many multimillion dollar contracts, including licensing agreements for foreign language publications of magazines and books, travel tours, affinity credit card programs, and merchandise and Internet agreements. She has also negotiated and drafted a wide variety of publishing agreements as well as book distribution agreements. In such transactions, she minimized or eliminated potential tax liability for the exempt organization and provided maximum protection for the copyright, trademark, and other interests of the organization.

Noteworthy

Fellow at the American College of Tax Counsel
Recommended, Washington, DC Super Lawyers 2013, Non-Profit
Recommended, "leading lawyer," Legal 500 US 2012, Finance: Not-for-Profit
Ranked, Chambers USA 2011, America's Leading Business Lawyers, Tax: District of Columbia
Recommended, The Best Lawyers in America 2011, Tax Law
Board Member of The Theodore Tannenwald, Jr. Foundation for Excellence in Tax Scholarship, Inc.
Board Member of NEA-Health Information Network
Pro Bono Counsel for Access to Justice Foundation
Member of the IRS Advisory Committee on Tax Exempt and Government Entities (ACT) (2004-2007); Chair of the Exempt Organizations Group (2006-2007)
Associate Tax Legislative Counsel at the Office of Tax Policy at the US Department of the Treasury (1984-1987)

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Selected Publications

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Professional Affiliations

Chair, ABA Tax Section Exempt Organizations Committee
Co-Chair, ALI-ABA Tax Exempt Charitable Organizations program, 2010-2012
Vice Chair, ABA Coordinating Committee on Nonprofit Governance, 2002-2005
Member, Government Relations Section Council, American Society of Association Executives, 2007-present
Member, Public Policy Committee, American Society of Association Executives, 2007-present
Member, Legal Section Council, American Society of Association Executives, 2004-2007
Chair, Tax Section, District of Columbia Bar, 2005-2006; Vice Chair, 2004-2005
Advisory Board, NYU National Center on Philanthropy & The Law, 1997-2000
Member, Long Range Planning Task Force, American Bar Association, Tax Section, 1997-1998
Member, Copyright Committee, Association of American Publishers, 1996-2002
Chair, Exempt Organizations Committee, District of Columbia Bar, Tax Section, 1990-1993

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