Suzanne Ross McDowell

Partner

• smcdowell@steptoe.com
• vCard
• Washington Office

Suzanne Ross McDowell is a partner in the Washington office of Steptoe & Johnson LLP, where she is a member of the Business Solutions group. 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.

In the tax field, Ms. McDowell has counseled clients on the full range of issues that face tax-exempt organizations. She has assisted clients with tax planning to minimize state and federal tax liability, obtained favorable tax rulings for clients, and managed tax audits and appeals. She has also structured transactions to reduce or eliminate unrelated business income tax (UBIT) and used taxable subsidiaries, limited liability companies, joint ventures, and other affiliated entities to minimize tax liability and protect tax-exempt status. She has helped clients achieve their public policy objectives without running afoul of the regulations on lobbying and political activities. She has advised 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 has set up new organizations and helped them acquire and maintain tax-exempt status under the most advantageous classification in light of their objectives.

Ms. McDowell has drafted articles of incorporation and bylaws for new organizations and advised existing organizations on revisions and amendments to their corporate documents. She has counseled clients on best practices for corporate governance, assisted them in determining the best committee structure for their boards, and drafted committee charters. She also has assisted organizations in drafting corporate policies, such as conflicts of interest and whistleblower policies, tailored to their particular needs. She has advised boards of directors and officers on the rights and obligations that their corporate positions entail. She served as the vice chair of the ABA Coordinating Committee on Nonprofit Governance, which studied and reported on the implications of the Sarbanes Oxley Act for nonprofit organizations.

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.

Ms. McDowell is a frequent speaker at conferences and is the author of several papers. She currently serves on the advisory board of The Exempt Organization Tax Review and the Journal of Taxation of Exempt Organizations. She co-authors Steptoe's Exempt Organizations Advisory.

Noteworthy

• Listed in Best Lawyers of America 2008 for Tax Law
• Ranked, Chambers USA 2007, America's Leading Business Lawyers; Tax (District of Columbia)
• Fellow, American College of Tax Counsel
• Vice Chair, Law Development, ABA Tax Section Exempt Organizations Committee
• Vice Chair, ABA Coordinating Committee on Nonprofit Governance, 2002-2005
• Member, IRS Advisory Committee on Tax Exempt and Government Entities, 2004-2007; Chair, Exempt Organizations Group, 2006-2007
• Chair, Tax Section, District of Columbia Bar, 2005-2006; Vice Chair, 2004-2005
• Associate Tax Legislative Counsel, Office of Tax Policy, US Department of the Treasury, 1984-1987

News

• Suzanne Ross McDowell to Speak at Seminar on UBIT Issues
• Suzanne Ross McDowell Quoted in Chronicle of Philanthropy
• Suzanne Ross McDowell Interviewed on FOX News on Resignation of Red Cross President
• Suzanne Ross McDowell Testifies Before Senate Finance Committee
• Best Lawyers in America Honors 43 Steptoe Attorneys
• Chambers and Partners Names Steptoe A Leading Firm in 22 Practice Areas

Speaking Engagements

• Representing & Managing Tax-Exempt Organizations, April 24, 2008
• Non-Profit Compensation: Tax And Corporate Governance Issues, February 28, 2008, The 2008 Washington Non-Profit Legal & Tax Conference Program
• Exempt Organizations: Endowment and Investment Issues, January 17, 2008, ABA Section of Taxation 2008 Midyear Conference
• Moderator, News from the Hill, ABA Tax Section Exempt Organizations Committee, May 11, 2007
• Incentive Compensation and Employment Agreements, Georgetown University's 24th Annual Representing and Managing Tax-Exempt Organizations, April 27, 2007
• Tax Update, ASAE Association Law Symposium, April 18, 2007

Publications

• Charitable Contributions of Real Estate Interests, 34 Real Estate Taxation 4, 2007
• Authored the "Intellectual Property Issues" chapter in A Guide to Federal Tax Issues for Colleges and Universities, published by the National Association of College and University Business Officers (NACUBO)
  2006
• Co-author, "Guide to Nonprofit Corporate Governance in the Wake of Sarbanes-Oxley"
  June 2005
• How to Deal with the IRS’ Increased Focus on Enforcement
  March 2005, ASAE Association Law and Policy Newsletter
• Nonprofits and the Internet: Tax and Other Legal Issues
  October 2004, The Computer & Internet Lawyer
• Should Nonprofits Adopt the Provisions of Sarbanes-Oxley?
  July 2004, Taxation of Exempts
• Letter Ruling Alert: Hospital Obtains Ruling that Process for Setting Interest Rates Meets Requirements of Section 4958
  June 2004, 44 The Exempt Organization Tax Review 191
• Applying the Unrelated Debt-Financed Income Rules to Investments in Real Property
  July 2003, 15 Taxation of Exempts 3

Professional Affiliations

• Vice Chair, ABA Coordinating Committee on Nonprofit Governance, 2003-2005
• Member, Legal Section Council, American Society of Association Executives, 2004-present
• 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