Cultural institutions are more than just buildings and organizations. They define the shape and character of a region. They house its treasures, host its talent, and highlight its history and people. Their mission calls for legal advisers who understand the unique opportunities, rewards, and challenges of cultural and philanthropic endeavors.
Our focused, interdisciplinary approach to advising and advocating for cultural and arts organizations harnesses our deep experience and skills across legal and business areas. Lawyers on our team are leaders in the field and advise on all aspects of cultural institutions’ governance, operations, fiscal administration, and people. Our broad client base includes organizations covering a wide range of size, scope, and subject matter, from small dance studios and galleries to world famous art museums and orchestras.
In addition, our attorneys are well-known for serving in leadership positions within dozens of local, regional, and national cultural and arts organizations across our national footprint, including on the boards of these organizations. This range of experience on the inside gives us a heightened level of understanding and appreciation of institutions driven by a cultural mission—and the constituencies that support them.
Depth and Breadth of Experience
Our depth of experience across legal areas, in concert with our network of 19 offices across the country, positions Ballard Spahr to advise and advocate for institutions nationwide, including: museums and galleries, collectors, concert halls and theaters, orchestras and operas, historic sites and monuments, and philanthropic foundations of all kinds.
We have successfully handled matters across a range of disciplines for major institutional clients including the Museum of the American Revolution, Portland Japanese Garden, Kimmel Center for the Performing Arts, Oregon Museum of Science and Industry, Natural Lands Trust, Fogg Art Museum at Harvard University, The Frank Lloyd Wright Foundation, and many others.
Our attorneys draw on this experience to provide strategic counsel on:
- Renovation and Expansion: Development and Finance – We direct the often complex components to harmonize all legal aspects of funding, developing, and building of renovation and new construction projects. From land use entitlements to leasing and lending transactions—including tax-exempt bonds—our team handles all facets and includes recognized leaders in real estate finance and development who have successfully navigated major projects that enhance communities for decades.
- Corporate Governance and Compliance – Corporate attorneys on the team advise nonprofit and for-profit organizations of all sizes and stages of maturity on governance, management, and operational matters and the best legal framework to achieve their goals and missions. We provide mission-aligned, strategic counsel on nonprofit entity creation and administration, endowment and investment compliance and management, special initiatives, and board member qualification and conflict-of-interest issues.
- Strategic Transactions and Partnerships – Our team has deep experience in the full range of transactional matters for nonprofit and for-profit arts and cultural institutions, including strategic alliances. From mergers and acquisitions involving large organizations to singular agreements involving unique artifacts, our transactional lawyers handle all aspects of deals. We advise lenders and borrowers on issues specific to art, antiquities, and other cultural and intellectual property in a variety of lending and other commercial transactions.
We advise on title questions, provenance issues, tax ramifications, and compliance with national and international law for: M&A transactions, sales and purchase arrangements, auction agreements, consignments, loan agreements, business partnerships, joint ventures, trust creation and management, and major gift administration, including negotiation of naming rights and other terms.
- Reorganizations and Restructurings – In times of financial challenge, we advise and represent institutions on restructurings and reorganizations and, when necessary, advocate for them as creditors or debtors in court proceedings. Ballard Spahr is known nationally for its skill and experience with reorganizing debt, restructuring to meet new business objectives, and maximizing the value of assets. Our team includes lawyers with specific experience representing cultural organizations in restructuring and reorganization, which informs exceptional insight into the most beneficial solutions and how to best navigate the processes.
- Tax and Tax Exemption – We provide federal, state, and local tax advice to a diverse group of cultural institutions. Because tax-exempt status is among the most valuable fiscal assets for 501(c)(3) organizations and other nonprofits, several team members concentrate on federal and state tax-exemption law. We also help for-profit institutions minimize their tax burden and maximize tax credits, deductions, and exemptions. We advise on unrelated business income tax, charitable solicitations, and tax ramifications of transactions, including partnerships and joint ventures.
- The Workplace: Labor, Employment, and Employee Benefits Issues – Our attorneys understand the importance of the workforce in driving a cultural institution’s success. We have deep experience advising these organizations on everything from employee training to investigations and, when necessary, litigation. We handle traditional labor and union-related matters, spanning contract negotiations to labor arbitration. Our employee benefits lawyers have specific experience advising cultural and arts institutions on benefits, compensation, and related legal compliance. And our employment and benefits lawyers team up to provide advice on executive compensation issues, including drafting employment agreements.
- Intellectual Property: Patents, Trademarks, Copyrights, and Licensing – Protecting IP rights is especially important for organizations that create, exhibit, and disseminate creative content. Arts and cultural institutions need to safeguard their own intellectual property and be mindful of the IP rights of artists, scientists, and others. Ballard Spahr attorneys understand the critical value of patents, trademarks, copyrights, and licensing to institutions. We are nationally renowned for our capabilities in identifying, securing, protecting, and strategically growing institutional brands and their portfolios.
- Litigation and Dispute Resolution: Ballard Spahr is well-known for its litigation strength across all categories of disputes in state and federal courts, administrative proceedings, and arbitration. We have successfully advocated for cultural institutions in court cases involving land use, vendor contracts, access and rights agreements, employment claims, bankruptcy proceedings, and others. Our litigation success, award-winning litigators and practices, and reputation for excellence position us to favorably resolve many cases long before a full trial.
Representative Experience
- We have advised the Frank Lloyd Wright Foundation for more than 20 years. The Foundation is dedicated to preserving the legendary architect's legacy and the properties where he lived and worked: Taliesin, an 800-acre estate in Wisconsin, and Taliesin West, his winter home and desert laboratory in Arizona. We have advised the Foundation on nonprofit corporate governance, corporate transactions, leases and other contracts, joint ventures, tax and exemption issues, and general business matters. We have also handled dozens of matters involving the protection of federally registered trademarks for the names Frank Lloyd Wright and Taliesin, as well as numerous other trademarks and copyrighted materials, including original designs.
- For over a decade, we have represented the Portland Japanese Garden, a 12.5-acre treasure of The Rose City that a visiting Japanese ambassador once called “the most beautiful and authentic Japanese garden in the world outside of Japan.” We have advised the Garden and its Board of Directors on a broad range of legal matters, including intellectual property, tax, real estate, employment, and general corporate work. We also serve as trusted advisers to the Garden’s Executive Committee, providing strategic counsel on governance and leadership matters.
- For over three decades, we have advised management and the board of directors of the Oregon Museum of Science and Industry (OMSI) on governance, finance, and other matters, including tax-exempt bond financings. Our work has helped OMSI unlock curiosity, bring science to life, and create learning experiences that walls can’t contain.
- We have represented the Marcus Performing Arts Center (MPAC) for more than a decade, most recently in its comprehensive campus redevelopment project to refresh and expand its performing arts facility in conjunction with its 50th anniversary celebration, and in a multiparty effort to redevelop the Center's adjacent parking structure. The campus redevelopment plan centered on significant reconstruction of campus grounds and an outdoor theater pavilion; the parking structure plan involved working with the City of Milwaukee to market the client's ground-leased site for mixed-use redevelopment and to retire the client's bond indebtedness on the structure. We have also negotiated contracts of architectural and general contracting services, assisted with the Center's Paycheck Protection Program loan, and consulted on agreements to monetize certain cash entitlements to support capital development.
- We have worked with the Port Discovery Children's Museum in Baltimore for well over a decade on numerous matters, including dozens of trademark registrations for marks related to Museum exhibits and features, as well as advising on employment matters, employee benefits, real estate matters, and contract review.
- We have a longstanding relationship with Ballet West in Salt Lake City and have represented the organization in a variety of matters, such as employment advice, including during COVID-19, litigation to collect a promissory note, and advice on an access and rights agreement.
- We have represented Joy of Motion Dance Center, a Washington, D.C.-based nonprofit arts organization, for trademark and other business competition matters, and have advised on corporate governance, facility leases, and employment matters, including COVID-19-related matters.
- We have represented the National Center for the American Revolution, developer of the Museum of the American Revolution, since 2006 in its development and operation of a world-class museum in Philadelphia, a $150 million project located steps from Independence Hall and the Liberty Bell. Our work during development included successfully resolving complex real estate and zoning matters. We have also advised the Museum on labor and employment, trust administration, and general business matters.
- We have represented Opera Philadelphia, Philadelphia's only producer of grand-scale opera, in labor negotiations with multiple performers' unions. We have also provided general labor and employment advice, guided policy development, and advised on leasing and other real estate matters, as well as intellectual property, technology licensing, and general business matters such as contract drafting and review.
- We have provided a range of legal services over many years to Mural Arts Philadelphia, the nation's largest public art program, which unites artists and communities through a collaborative process to create mural art that transforms public spaces. Mural Arts engages in up to 100 new community art projects each year and maintains its growing collection of murals, which have become part of the city's civic landscape. We have advised the organization on lease negotiations, nonprofit governance, employment advice and training materials, intellectual property, and government relations.
- We represented Natural Lands in defeating a local school district's high-profile attempt to seize land in the suburbs of Philadelphia bequeathed to the organization for preservation—the former estate of chemical industry magnate John Haas (of Rohm and Haas) and his family. The 42-acre property known as Stoneleigh had just opened a public garden when school officials announced plans to condemn portions for school facilities. Our successful efforts included government relations outreach, resulting in fast-tracked legislation that made condemnation subject to court approval. Soon after, the school district abandoned its Stoneleigh plans and chose a different site.
- We also helped Natural Lands overcome land use litigation challenges to create a 500-acre preserve on 1,500 acres of open space the organization acquired in Chester County, Pennsylvania—challenges were filed after Natural Lands refused to sell part of the site for development. The preserve at Bryn Coed—Welsh for "wooded hill"—secured one of the largest remaining unprotected swaths of land in the greater Philadelphia region.
- We represented the Hippodrome Foundation in all aspects of the landmark project to restore the historic Hippodrome Theatre in Baltimore, now known as the France-Merrick Performing Arts Center. Our attorneys shepherded the project through financing, city approvals, and operating agreement negotiation and documentation. The intricate project financing included Historic Tax Credits, taxable bonds, and other public and private financing, as well as the first use of New Markets Tax Credits in Maryland.
- We have represented the College of Physicians of Philadelphia, America's oldest medical society, for more than a decade. The college owns and operates the Mütter Museum in Center City Philadelphia, a medical museum that promotes appreciation of human anatomy and the history of diagnosis and treatment of disease. Our work for the College and Museum has focused on real estate (including purchase of a historic church property for expansion of its campus), construction (including contracts for the renovation of the Mütter Museum buildings), labor and employment, contract negotiation and review, general business, and nonprofit governance.
- We represented Harvard University in the renovation and expansion of the Fogg Art Museum at Harvard University as counsel for a LEED Gold-Certified addition at Harvard's oldest museum. Central to the engagement was protecting the immensely valuable art collection from loss or damage during construction. Our team drafted and negotiated the design and construction contracts and provided advice on risk management, bonding, and related issues. Construction was fast-tracked, requiring our lawyers to address complex liability, security, and insurance issues on a compressed timeline.
- We provide general employment advice, counseling, and defense of claims for the Barnes Foundation Museum in Center City Philadelphia, which houses one of the world's finest collections of impressionist, post-impressionist, and modern art. We have advised the Foundation on COVID-19 issues, wage and hour matters, workforce restructuring, and traditional labor issues pertaining to Foundation employees and third-party building service employees, as required by city ordinance.
- We have worked with the Philadelphia Orchestra Association for decades. We represented the Orchestra in connection with development of the Kimmel Center for the Performing Arts in Center City and in recent negotiations involving the formation of a partnership and affiliation agreement with Kimmel Center, Inc., to form a strategic alliance, including formation of a new nonprofit entity. Our other work for the Orchestra has included a number of employment contract and labor matters, including union negotiations. We also negotiated an agreement for digital distribution of recordings, including audio-visual clips for online music appreciation course books by publisher McGraw-Hill. In addition, our lawyers represented the Orchestra in negotiating a recording agreement with an international record label.
- We have worked with the Independence Visitor Center in Philadelphia for more than twenty years. As part of that work, we represented the nonprofit developer in the redevelopment of Independence Mall in Philadelphia, in partnership with the National Park Service, including the design and construction of the Independence Visitor Center at Independence National Historic Park, the Liberty Bell Center, a new café, and landscaping improvements. This work includes handling design and fabrication contracts for the exhibits in the Visitor Center and the Liberty Bell Center, as well as the major renovation project at the Benjamin Franklin Musem. We have also advised the organization on government relations, employment, and nonprofit governance matters.
- We represented the Baltimore Office of Promotion and the Arts and the Baltimore Festival of the Arts in resolving a dispute with consultants over ownership of the intellectual property for Light City Festival, an annual event featuring exhibits and attractions. We provided IP advice and handled the mediation.
- We have handled a variety of matters for First Person Arts in Philadelphia, a nonprofit organization which develops literary, theatrical, broadcast, and online stories from the personal accounts of artists and everyday people. We have advised on a contract to include the work of FPA storytellers in a for-sale anthology, event space contracting, and an agreement to establish IP rights to a film documenting the Black Lives Matter movement.
- We have provided a range of services for the Kimmel Center for the Performing Arts, a world-famous performing arts venue, encompassing multiple locations along the Avenue of the Arts cultural district in Center City Philadelphia, including the renowned Academy of Music. Our work has included land use matters, labor and employment advice and litigation, and corporate nonprofit transactions.