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Contact Bill

3400 U.S. Bancorp Tower
111 S.W. Fifth Avenue
Portland, OR 97204
T: 503.205.2584

William S. Manne

Partner

Bill Manne’s practice focuses on tax, business, and corporate law matters, with an emphasis on tax-exempt and charitable organizations and business owner exit planning. Bill represents a large array of tax-exempt organizations in all phases of their existence, including formation, qualification for and maintenance of applicable tax-exempt status, compliance, structuring joint ventures or for-profit operations, governance, and related matters.

Bill’s practical experience as a financial manager in closely held business enterprises, as well as his certified public accounting experience, management experience, and tax and business law background, allows him to provide valuable services to closely held business owners who are planning for their eventual exit from the business, their younger partner/owners or individuals who are hoping to become owners, or the business entities involved. Bill can help plan and implement such transitions, or participate with other professionals by representing clients who are planning or engaging in transactions to accomplish those objectives, including merger or acquisition transactions, restructuring business entities, and implementing equity participation or related qualified or non-qualified benefit plans. Bill understands that clients’ principal objectives in such engagements are often to minimize federal and state income taxes and to minimize risk.

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Representative Experience

  • Bill regularly assists 501(c)(3) charitable and other tax-exempt organizations in analyzing organizational options, including how to structure related foundations, supporting organizations, and for-profit and nonprofit operating companies, and in obtaining and retaining 501(c)(3) (or other applicable) status, including advice on related tax exemption and nonprofit compliance matters. Bill also has significant experience in handling nonprofit mergers (both intra- and interstate); analyzing and implementing various nonprofit and for-profit organizational structures and addressing related governance issues; qualifying for and maintaining property tax exemption; and separating or creating new nonprofit or for-profit operating companies by way of spin-offs.
  • Regularly represents local charities as they combine with larger charities to maximize the return on mission and minimize administrative expense.
  • Represented a national religious-based nonprofit entity to apply for and receive tax-exempt status.
  • Regularly advises operating charities and other nonprofits on creating separate foundation structures or addressing governance issues arising in the contexts of multiple-entity structures.
  • Served as local Oregon counsel in acquisition of a medium sized specialty physician practice by larger national organization.
  • Led the firm’s team as it assisted a second generation family business and long-term firm client, with a complex, vertically integrated business structure, as it planned, negotiated, and then sold substantially all its assets to a larger company.
  • Bill has significant experience assisting closely held business owners in planning and structuring their enterprises for succession or sale, including the evaluation and implementation of various tax planning strategies, coordination with owner estate plans, creation of equity and profit sharing programs to incent and retain key employees, and negotiating and documenting the eventual sale or transfer transaction. Bill’s clients have benefited by netting increased after-tax cash proceeds from such transfers and by ensuring the continuing success of their enterprises through careful and thoughtful planning.
  • Develop internal policies that comply with a client’s governing documents and with applicable federal and state regulations. Also assist directors and officers in implementing policies by helping them understand and manage their fiduciary duties to the company.
  • Bill has experience representing individuals and entities in all phases of tax controversy, from initial inquiry (or audit) through final litigation. Bill’s practice encompasses local, state, and federal controversies, and many types of taxes (license, property, income, excise, sales and use, etc.), Bill has substantial success resolving tax controversies early in the process. Bill’s focus on achieving a prompt, efficient, and successful resolution of tax controversy matters has resulted in many referrals from satisfied clients.