Trade and Professional Associations

Keller and Heckman offers a full array of legal services to trade, professional, and other non-profit associations, both large and small.

The firm advises association clients on corporate governances, incorporation matters, interprets and updates bylaws, and advises on antitrust issues. We draft and negotiate a variety of agreements, including hotel, convention center, public relations and other vendor contracts, as well as research agreements, endorsement arrangements, and co-branding initiatives. We also help associations draft web development, hosting and maintenance agreements, deal with liability issues associated with online activities, implement privacy and data security programs, and evaluate legal risks of e-commerce activities. We prepare executive and staff employment contracts and handle general employment matters as well, including handling litigation if necessary.

We counsel associations on liability and insurance matters, and assist in responding to third-party subpoenas or handling litigation or claims. While trade associations may not fall within the scope of Sarbanes-Oxley Act requirements, our risk management guidance for associations is sensitive to increased scrutiny on corporate governance and management matters. We also help our association clients develop trademark, copyright, and domain name strategies. This may involve preparing and filing applications for registration, developing guidelines or license agreements for use of member logos and other marks, addressing intellectual property rights in contracts and agreements, and handling infringement issues. Standards and certification programs are of special interest to many associations. This is an area where antitrust, product liability and intellectual property needs may collide. The firm also assists associations in structuring standards development, certification and accreditation programs, which are increasing sources of non-dues revenues, to minimize product liability exposure while protecting the organization's trademark and copyright and meeting the requirements of the antitrust laws.

Keller and Heckman's goal is to ensure that association activities comply with antitrust and other applicable requirements, while also meeting membership promotion and retention goals, minimizing product liability exposure, and maximizing opportunities for non-dues revenues. To accomplish this goal, the firm prepares and implements antitrust compliance programs tailored to the needs of individual associations. In connection with these programs, we advise association clients on the manner in which information may be exchanged among association members, review discounts given to members in connection with trade shows and other programs, attend association meetings at which sensitive subjects may be discussed, and provide periodic briefing sessions for staff and board members on antitrust compliance. We routinely examine agendas, minutes of meetings, and correspondence that may contain information having antitrust implications, paying particular attention to permissible discussions at meetings, membership rules, services provided to non-members, standards and certification programs, statistical activities, joint research, and credit information exchanges. Where necessary or desirable, we assist clients in obtaining business review letters from appropriate regulatory authorities, and advise association clients on how to structure joint research and development projects in compliance with guidelines for collaborations among competitors. As necessary, we also counsel clients on compliance with information requests from government agencies or third parties initiating antitrust inquiries.

Keller and Heckman also assists its association clients on regulatory and legislative matters by preparing comments on proposed regulations, representing the organization in proceedings before regulatory bodies, preparing testimony on proposed legislation, and drafting legislation. We often work closely with association public relations counsel and are experienced in industry crisis management. The firm regularly provides written reports and other information on legal, regulatory and legislative subjects of interest to the association and its members, covering regional, national and international developments. Frequent subjects include environmental law issues, worker safety and OSHA compliance, employee relations, food and drug matters, hazard communication and transportation matters. We also handle litigation on policy matters, both directly and in an amicus capacity, for our association clients.

With respect to tax matters, our attorneys counsel association clients on maintaining their tax-exempt status, minimizing unrelated business income tax from activities such as advertising and insurance, use of subsidiaries, and the deductibility by members of dues and other expenses related to association activities.

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