The Swiss Army Knife of Political Entities: 501(c)(4) Risks and Rewards

Episode Summary

As the holiday season approaches, hosts Charlie Ricciardelli and Tyler Rosen tackle an important question: What do you get for a government affairs department that has everything? The answer could be a 501(c)(4) organization, a versatile tool that has become increasingly popular for corporate advocacy, lobbying and political activity. However, this “hot new toy” has some risks. During this episode, the hosts outline what 501(c)(4) organizations are, how they differ from other tax-exempt entities, why they’ve become so valuable for government affairs work and how they can help advance a company’s public policy goals. They also provide practical guidance on how to use them effectively while avoiding the pitfalls that can lead to regulatory scrutiny.

Voiceover (00:00):
From Skadden, you are listening to The Lobby Bar, a political law podcast where we strive to make political law accessible and hosts Charlie Ricciardelli and Tyler Rosen deliver practical insights on the compliance challenges and regulatory developments that matter to legal, compliance, and government affairs professionals across all industries.

Tyler Rosen (00:22):
Hello, I'm Tyler Rosen.

Charlie Ricciardelli (00:24)
And I'm Charlie Ricciardelli.

Tyler Rosen (00:25):
And we are partners in Skadden's Political Law Compliance and Investigations practice. And you are listening to The Lobby Bar.

(00:32):
Now, if you are watching this in video format or if you're a really acute listener, you may have picked up on the fact that we're actually not in a lobby bar right now. I'm not even in one of those cool bars that is office-themed. We're actually just in our offices and Charlie's on the other side of the wall behind me there. So you might ask why are we calling this The Lobby Bar? A little bit of false advertising that we're not broadcasting live from a Marriott or The Willard or what have you. And, believe it or not, we actually put a lot of work and made other people put a lot of work into coming up with a name for this podcast. Generative AI was consulted — not successfully, but we asked — and ultimately Charlie just came up with the name.

Charlie Ricciardelli (01:11):
Yeah, apparently me staring off into space or out my window is a better source of inspiration than at least the way that I'm using Generative AI, which probably says more about me than GenAI. In terms of why The Lobby Bar, I had to think about it a little bit this morning when Tyler told me we were going to do this bit. I mean essentially it's a play on the legal industry as a profession. The bar, lobbyists may or may not be known to frequent bars, so it seemed to be a decent tie in. And so here we are.

Tyler Rosen (01:41):
So we at The Lobby Bar are committed to service podcasting, trying to help listeners. And, to that end, we thought as we head into the festive season here and folks are working on their gift shopping lists, we would try to answer that tough question that a lot of folks are considering, which is what do you get for the government affairs department that has everything? They may have a federal PAC, they've got a variety of state PACs, corporate contribution budgets, charitable contribution budgets, internal lobbyists, external lobbyists, grassroots activation teams — the whole thing. You've got a sort of fully geared up government affairs operation, so what do you get them?

Charlie Ricciardelli (02:17):
Yeah, I think the answer to that this season in terms of the hot new toy, it's really not that new. I think for the past few years what we've seen is the 501(c)(4) organization is a nice tool that a lot of government affairs professionals and departments are seeking to use. Whether they are working with them or maybe they're bringing folks together to establish or create a new (c)(4). And, as we'll talk about, they're really relatively versatile tools and this is why they're kind of the hot new toy for GR. They're a little bit of a Swiss Army Knife. I do have to reveal however that it's the festive season, sort of. We hope this podcast drops a little before Thanksgiving, but we're sitting here pre-Halloween, so we're taking some liberties.

Tyler Rosen (02:58):
Oh, man. You just pulled back the curtain on all the behind-the-scenes details on The Lobby Bar.

Charlie Ricciardelli (03:03):
Exactly. But in any event, we're going to talk about (c)(4)s in some depth today. What are they? How are folks using them? But also, what are the risks that you have to think about from a compliance perspective? In a way I'm concerned that this is now going to be the second episode in a row that we are talking about a “Saturday Night Live” (skit), but it does remind me of the commercial that they did about the hot new toy for kids that was like the bag of glass.

Tyler Rosen (03:26):
Look, the Bag-o-Glass.

Charlie Ricciardelli (03:27):
The Bag-o-Glass, excuse me.

Tyler Rosen (03:28):
Bag-o-Glass.

Charlie Ricciardelli (03:29):
These (c)(4)s are great and they're useful and they're versatile, and I think they are a really important arrow in one's quiver, but you have to be cautious with them, obviously. And that's what we're going to spend a lot of time talking about today.

Tyler Rosen (03:39):
Yeah, I mean I do like the 1970s “Saturday Night Live” reference. That's good. I would go maybe a slightly less old, but still quite dated reference and to me there's sort of like the Cornballer from “Arrested Development.” On the plus side, you can come up with really delicious fried corn balls, but on the other hand, if you're not careful, you end up with a third-degree burn from touching the thing. So, we're going to work today talking about how do you avoid burning yourself with a (c)(4), but make one that's useful and productive, and helps advance a company's public policy aims.

(04:12):
So, we will start out with talking about what is a 501(c)(4) and why do you see so many of them propping up these days? So, 501(c)(4) is just a section of the Internal Revenue Code. It's a tax designation for a nonprofit social welfare organization. It exists for the purpose of advancing the public welfare, thte public benefit. It can accept unlimited personal contributions, it can accept unlimited corporate contributions. And so it's a vehicle potentially for raising significant money to spend on advocacy-type activity that advances social welfare.

(04:43):
It's different from a 501(c)(3) charitable organization in a few ways, and one is that its donations to it are not tax deductible for an individual. With companies, its business deduction expenses are a little bit different and (there’s) some complication there. But in general it is not tax deductible for an individual. Unlike a (c)(3), which cannot engage in any political activity, a (c)(4) can engage in some political activity and Charlie's going to talk a lot more later about what “some” means or doesn't mean. And, it can also engage in unlimited lobbying. In some ways they're thought of as action organizations so designed to influence public policy in a way that a (c)(3) is very limited in their ability. They're allowed to do some lobbying, but it has to be a very small portion of what they do.

(05:28):
On the other end of the spectrum, they're different from a 527 political organization because political activity can't be the organization's primary purpose. And again, we'll get into that a lot more. It's also different from a 527 organization in that a 527 has to disclose its donors. 501(c)(4), we'll talk about, generally doesn't. And so there's a difference there. For those differences we see 501(c)(4)s being a really active, an important part of what folks are doing in politics, and also in advocacy on the lobbying side, and even just sort of on the PR side about activities in the public policy sphere. That could be doing independent expenditures, making political contributions in some instances, lobbying an issue, advocacy around a topic or a community.

(06:11):
There also are the entities that do ballot measure activities. So even if it's a state PAC ballot measure committee, it's going to be registered under, it should be organized under section 501(c)(4) of the Internal Revenue Code because the tax law doesn't view that ballot measure advocacy activity as political. They view it as lobbying and so you would see it that way. The other thing, as I said, you generally don't, a 501(c)(4) generally doesn't need to disclose its donors, which makes them appealing for a lot of different purposes. It also creates some risks. And so I think we wanted to turn it over to Charlie to talk about some of those risks.

Charlie Ricciardelli (06:48):
Yeah. When we're thinking about risks stemming from working with or creating (c)(4)s, they fall into a number of buckets. And a lot of it has to do with disclosure issues and we're going to unpack the dark money considerations shortly. But let's pick up on what Tyler is talking about in terms of the blocking and tackling of the organization's tax status. And really what folks are usually most interested in when they're working with a (c)(4) is if it's going to be politically active, is it going to have that political activity be part of its mandate? The question is, well, how much? How much political activity can it engage in?

(07:22):
So, as Tyler mentioned, these 501(c)(4)s are social welfare organizations and if you look at the statute, they have to be operated exclusively for the promotion of social welfare. Great. But, because tax law is tax law and it's complicated — and some would be less diplomatic about it — that has been translated and interpreted through regulations and revenue rulings as well. We said exclusive purpose, but that really means you have to be primarily operated for a social welfare purpose in order to maintain your tax status.

(07:50):
So I mean listen, historically or maybe not historically, that could be an overstatement, but there is a long-standing interpretation that this primary purpose standard is valid and the way to evaluate whether something is a good 501(c)(4). And it has a couple of different implications. Number one, in order to be a (c)(4), it's got to be promoting some social welfare purpose. Meaning it can't be primarily operated to benefit a private person or a small group of private persons. It has to be out there doing something with broader societal impact. If it's advocating for or against broader issues (legislation, etc.), that's often going to meet that test.

(08:26):
The other consideration that's most relevant is the amount of political activity that it can engage in and still be a social welfare organization. Because political activity does not fall into the promotion of social welfare bucket, for lack of a better term, under the tax regs. So, if the standard is primary purpose that has consistently been interpreted as 51%. Something over 50%, meaning that 49% could be political activity. So you could have a 501(c)(4) that is engaged in 49%, 49% of its activity could be political and you'd still be able to maintain your tax status.

(09:02):
I think a lot of practitioners would stop short of 49%. I think a 60/40 split has traditionally been viewed as a little bit of a safer practice, but 49% was still viable. There have been a couple of recent cases, however, that have the potential to upend this long-standing interpretation. Specifically, the Memorial Hermann case late in 2024, and then, more recently, the Freedom Path case, which really was just at the end of September. In both of those cases, interestingly enough, the IRS was advocating for a different standard than primary purpose. And they were saying that really the test should be that the organization does not have a single substantial nonexempt purpose. Meaning that if any nonexempt purpose, including political activity, was substantial, it could lose its tax status.

(09:55):
That was the decision of the court in the Fifth Circuit by the way. Now that's binding only in the Fifth Circuit, but now we have this Freedom Path case in the DC Circuit, which hasn't been decided. The DC Circuit decided to send the parties back to brief better definitions, right? Freedom Path is arguing that the IRS's rejection of its (c)(4) status because it was engaged in too much political activity was based on an unconstitutionally vague standard. They couldn't figure out how much was too much and the court agreed and didn't decide whether they were a good (c)(4) or not. The court said, listen, we need a standard that passes constitutional muster. And so has sent the parties back to brief that. (10:32):

But at the end of the day we have the Fifth Circuit saying, listen, if a (c)(4) has a single substantial nonexempt purpose, which could be 15% and lose your tax status. And now we have the DC District Court sending parties back to brief a clearer standard. And in both cases the IRS walking away from that primary purpose standard. All this is to say is there's more to come here, it seems. This is a little bit of a watch this space situation and a lot of people in DC and elsewhere are watching this space because this has real implications on how these (c)(4)s are really acting. Because, as we've sort of talked about, they can engage in all of this activity issue advocacy, lobbying, etc. and a lot of them are politically active.

(11:14):
And so if that legal standard is going to change and it's really going to tamp down on the amount of political activity that they can engage in, it has the capacity to really change the landscape here.

Tyler Rosen (11:25):
These latest developments are the most recent in a pretty interesting history when it comes to the primary purpose standard. And the IRS's approach to 501(c)(4)s engaging in political activity. Going back a little bit more than a decade, there were a number of rejections of 501(c)(4) organizations applying for 501(c)(4) status on the basis that they were going to engage in too much political activity to qualify. And at the time it was a big, I'm not sure if scandal is the right word, but it was something that people were very worked up about because there was the allegation that the IRS's rejections were partisan and that they went after conservative organizations disproportionately.

(12:01):
And it was a very, very stressful time for the IRS. They sort of walked back from taking some of the stronger actions they were taking. And Congress went so far as to actually bar the IRS from doing additional rulemaking and spending money on clarifying the standard, I think in a way to keep them at bay. And so it's interesting now as the IRS, which can't use appropriated funds to develop more of a standard or issue guidance, are speaking through these cases on where they are on the primary purpose standard.

Charlie Ricciardelli (12:32):
Yeah, I think that's right. And just to bottom line the practical implication, right, before we start talking about the campaign finance and the dark money angle, I guess I'm going to tease it this way. I think for listeners who are not that familiar with (c)(4)s and their political activity, I think the most plain vanilla or most common example that people think about when they think about (c)(4)s and dark money, the interplay between (c)(4)s and super PACs. You have a number of (c)(4)s that are out there that are raising money, and they are not required to disclose their donors, and they have super PACs that they also contribute to.

(13:07):
And the super PAC does disclose its donors and the super PAC, when it goes to make its disclosures and file its FEC reports, will disclose the (c)(4) as the donor. And you don't actually know who the ultimate source of that money was because the disclosure stops at the (c)(4), right?

(13:23):
And that's what people are, I think, are most familiar with when we're thinking about (c)(4)s that are politically active. So if you start that (c)(4), that (c)(4) puts all of the super PAC donation goes into that 40% or 49%. The 51% or 60% is often issue advocacy, lobbying activity, etc. So if the IRS, if the courts are really going to turn the screws on this, it's really going to tamp down on that particular dark money issue. Which will make some quarters of society very happy, others less happy, but that's maybe the biggest practical implication of what we're talking about.

(13:57):
But let's talk about other risks. We've spent 10 or 12 minutes talking about the tax implications, but let's talk about the dark money issue, Tyler.

Tyler Rosen (14:05):
Yeah. And so sometimes in the popular press or in some circles, as Charlie said, folks refer to 501(c)(4) organizations as dark money organizations and rail against 501(c)(4)s is as dark money, as this sort of malign presence in the political landscape. You know, 501(c)(4) organizations do a range of things and some are very, very different and some voluntarily disclose their donors. Some don't have anything to do with politics. And so this notion that 501(c)(4) organizations are inherently dark money is in my view unfair. And I think that there is some stigma associated with that and it's too broad a brush to paint with essentially.

(14:43):
That being said, there are sometimes potentially dark money legal issues. And as Charlie mentioned, it's not uncommon for there to be a structure where there'll be a 501(c)(4) and then a super PAC and money flows from a donor to the (c)(4) to the super PAC, and when the super PAC reports who gave it the money, it just reports the 501(c)(4). That's right under the law at the better level in most states, unless the donor either had involvement in directing where the funds go or had an agreement with the (c)(4) that their funds would be passed along to the super PAC. I think people might think of it as almost like money laundering if you're putting money through the 501(c)(4) just to get to the ultimate entity where it's disclosed and hiding the fact that you're the true source of the funds. That's obviously, people I think kind of intuitively get that that's a legal issue.

Charlie Ricciardelli (15:38):
Yeah, I think that's right. I mean the way that I think about this, and tell me if you disagree, is dark money, as you said, has two sides of the coin. There's what you just described where if a (c)(4) is out there raising money and it's doing all kinds of different things, it's doing its social welfare work, its issue advocacy and it's making all the decisions within its discretion and it's deciding we also want to put money into this super PAC, that's legal. But a lot of people don't like it, right? People want to know where that money comes from, but as Tyler said, it becomes a legal problem when that donor is essentially funneling the money into the super PAC in order to hide their identity.

(16:14):
It's important to be specific when we talk about dark money. Are we talking about the PR reputational societal issue — It's dark money, we don't like the way we've set this legal regime up. Or are we talking about the legal issue, which is if you're funneling money into a super PAC through a (c)(4), the technical violation is you're making a contribution to the super PAC in the name of another person, meaning in the name of the (c)(4) and spoiler alert, that's a felony. These cases go criminal.

Tyler Rosen (16:40):
That's right. And it's an issue that comes up whenever you have an instance where the (c)(4) is going to be either spending money or contributing money in a way that triggers disclosure requirements. Whether that's contributing to a super PAC, sometimes it could be running an independent expenditure, or it needs to disclose what it's spent, or electionary communication, which is sort of an offshoot of the IE rules. And when Charlie said that this is criminal, it is, and there are real cases. And I think one that's sort of interesting and illustrative, and potentially a little bit scary for folks out there who are raising money for some of these organizations.

(17:12):
There was a case a few years ago, US v. Fuentes Fernandez, where the treasurer of a super PAC and two 501(c)(4)s was ultimately charged and pleaded guilty to falsifying the documentation, essentially the contribution name of another. What happened there was he had established a super PAC supporting, I think, it was a candidate for governor of Puerto Rico, and then 501(c)(4)s that had sort of the same general purpose and he went around to donors and said, we're raising money to do IEs for this governor's race. You can either give it to our super PAC, or if you want it to be undisclosed, you can give it to the (c)(4). He said, and then he texted this and ended up in the hands of the Department of Justice, you can use a third party to not disclose the true donor.

(18:00):
So it was pretty clear what he was doing. And I think the fact that he controlled both organizations, and that he was pretty openly saying, you give it to this one hand, and we will loop it around and bring it to the other hand and it's all going to end up in the same place eventually, was where the criminal liability came in. Because it's not all that uncommon for fundraisers to be out there saying, here's a campaign you could give to, there's a super PAC you could give to, there's a 501(c)(4) you could give to. And so it is kind of interesting where the line into criminality comes in.

Charlie Ricciardelli (18:30):
I don't think it's even that unusual. In fact, I know that it's not that unusual for fundraisers to be out there, or people to be aware that a (c)(4) that they might give to is doing all these things. And we're not suggesting that's an issue. Just because you know that the (c)(4) also funds super PACs and does it right, agreed, that isn't the issue. I think in the Fuentes Fernandez case where they really got them and sort of drew the attention was the clear indication that the purpose of this was to hide the identity of the donor. Which to say it frustrates the entire policy and purpose behind campaign finance disclosure rules. I think that was really the crux of that issue.

(19:05):
This issue presents in interesting ways. Typically when you think about it, and the way Tyler and I have been describing it so far, we've been thinking about it in terms of somebody contributing to the (c)(4) and using the (c)(4) almost as a conduit for the purpose of hiding their identity, so you have this third-party donor. To the extent that folks are out there creating entities, establishing (c)(4)s, there's sort of another flavor or variety of this dark money risk that presents when the organization itself has to be identified, either as a donor or under other legal regimes where it has to identify itself. And the issue here is I term it sort of the alter ego risk. If there isn't enough separation between the (c)(4) and the entity that's funding it, or has started it or has involvement in its control, there is some risk when it identifies itself as this spender on an independent expenditure. Or under lobbying law as the client of a lobbyist, that may not be right.

(20:10):
The idea being, well, you're saying it's the (c)(4), but in the worst-case scenario, if you had a single company that formed a (c)(4), funded it entirely, and controlled it lock, stock and barrel, and then was out there running IEs saying it was just the (c)(4) or identifying itself as the lobbying client, or running ads that trigger FCC sponsor identification requirements as paid for by the (c)(4). When it's actually entirely funded and entirely 100% controlled by a company, that presents a different sort of dark money risk where the question being raised there is, is the (c)(4) essentially misrepresenting itself or making a misstatement on the public record by identifying itself when it's really entirely under the control of another organization.

(20:55):
And this can even present in the social media context, not necessarily from a legal perspective, but there are platforms out there that have policies and requirements that you identify the true speaker behind an ad. These are the types of risks, and especially that alter ego risk that presents itself whenever the (c)(4) is legally required to identify itself, is something that not everybody thinks about. That definitely needs to be on your checklist. And we're going to talk in a little bit about, well, how do we solve for that? Because obviously the (c)(4)s are out there, they are identifying themselves as running ads, etc. How are they doing that?

(21:29):
You need to create meaningful separation and we'll talk a little bit about that in a minute when we get to our, hopefully someday famous, So What section, but-

Tyler Rosen (21:38):
I'm excited for that.

Charlie Ricciardelli (21:39):
... we'll see. Look forward to it. Exactly.

Tyler Rosen (21:40):
One last risk area before we get to the So What. I think you can't talk about 501(c)(4)s without talking about some of the bad actor risk that you run with them. And I think the reality is that a 501(c)(4), which generally doesn't have to disclose its donors, sometimes attracts people who want to operate in the shadows and who think that the idea is that because the (c)(4) is this non-disclosed entity, it's also separate and apart from any sort of legal regime. That you can put the money into the (c)(4), don't have to disclose where it came from, don't have to disclose where it goes. And so you do see instances where 501(c)(4)s are at the center of big corruption scandals.

(22:20):
And there's a notion among a certain part of the political consultant class that the (c)(4) is not just a Swiss Army Knife, but a Swiss Army Knife with nuclear warheads attached to the end. You just sort of throw it into any situation and it's going to be the way to solve it. From the perspective of prosecutors, they look at these things with a little bit of skepticism. And the fact that someone chooses a 501(c)(4) organization as the vehicle for doing what they want to do, in part because it doesn't disclose its donors, looks to them like concealment. Which is mens rea for a lot of the sort of public corruption-type stuff that they may want to prosecute.

(23:00):
In other words, if you were concealing the fact that such and such entity gave to this organization, concealing it in the sense that there's no legal requirement to disclose it, that looks sometimes inherently suspicious to a prosecutor, and so it raises the risk that someone's going to look under the hood and see what exactly is this doing? Is there linkage with a government decision? And all of those concerns that make you want to have it buttoned up even more.

Charlie Ricciardelli (23:27):
Yeah, I think that's right. I think it does sort of harken back though to the difference between reputation or conceptual dark money and legal risk dark money. Even in that concealment context, right? Because if something is concealed by legal operation, because that's how the regime has been set up and you simply aren't required to disclose something, I don't know that that is enough to count as sort of mens rea. But I take your point, which is it feels that way and I think it risks garnering the attention of regulators, prosecutors for that reason. It isn't necessarily concealment just because you're doing something that isn't disclosed, but it can be if you're doing it improperly, but even if you're doing it properly, it heightens the risk.

Tyler Rosen (24:15):
That's right. But I guess think about it from Fuentes Fernandez, sort of the key piece of evidence they had was like, here's how you do it to not get disclosed. And that piece of it was kind of the red cape for the prosecutors, kind of bringing them on.

Charlie Ricciardelli (24:28):
We've hung out for like 20, 25 minutes at this point I think, and obviously waiting for So What. So let's talk about So What, right? We've talked about the tax risk, we've talked about the need to protect against dark money risk linkage. What do we do about this? Because we always run the risk. We're attorneys, right? Apologies. But we run the risk of being overly negative about something, or coming at it from a pure risk perspective and we want to combat that because (c)(4)s are quite useful and they are out there, they are legal tools and it's a hot new toy for a reason and it can be very helpful.

(25:03):
You just want to operate them carefully and you want to be thoughtful about how you do it, and there are certainly ways to do it appropriately. I think if you are in the process or you're considering working with the (c)(4), or you want to stand one up, the first thing that you really need to think about is the structure of it and the governance of it to avoid that alter ego risk that I talked about. And also to mitigate the tax issue. As I mentioned, in order to be a good (c)(4) you can't primarily benefit a single company or a private person.

(25:35):
So a couple of things that you need to look to there is what is the (c)(4) going to do? Is it going to be advocating on a sort of a broad-based policy issue? But also who are the stakeholders? And also to avoid that alter ego risk, you need to find a way to involve other stakeholders. So it really isn't just one person, one company acting. So the levers that you have to pull on generally are from a governance perspective, the board is very helpful. Can we create a board that's independent of a particular company or a significant funder? So you have a governance lever you can pull on. Let's have a diverse board bring in a lot of different independent stakeholders that are going to actually run this organization.

(26:14):
And then on the other side, funding. Can we bring in different financial stakeholders, right? Different independent organizations, persons who are going to fund this effort. And ideally you have both, right? You have a diverse broad base of folks contributing to the (c)(4) and you have independent and diverse governance so that you can really credibly state that this is not just one single company's effort that they control and they fund, etc. And that's really going to help you on that alter ego risk to the extent because again, keep your eye on when this risk presents itself, it's when the (c)(4) does something to trigger a legal obligation to identify itself or be identified.

(26:52):
This risk really wouldn't present if the (c)(4) weren't doing any of that activity. So I think the first thing that you want to keep your eye on, Tyler's going to talk a little bit about the compliance function, and how you want to be thoughtful about that. You've been careful in how you stand it up, right? You've mitigated your sort of alter ego dark money risk. Now you need to make sure that the organization is operating appropriately.

Tyler Rosen (27:14):
Yeah, that's right. I do think you see sometimes where an organization gets set up with the best of intentions and then wanders into a danger zone with its activities and you can see it in different ways. I mean making sure that the non-political activity really is non-political. I've seen some (c)(4)s out there take very aggressive positions. You do our non-political spend on developing advertising and polling to support the advertising and stuff that's directly feeding into the political advertising that they're running. (27:44):

So, you see folks who are not well-advised who take some pretty aggressive positions on that. It's also important to keep in mind if part of the idea for your (c)(4) is that it's not going to disclose its donors. There are a number of things that a 501(c)(4) can do that trigger donor disclosure. In New York, if you're going to be a lobbyist employer, depending on the amount of lobbying activity, you may trigger a source of funding disclosure requirement where you disclose your donors. It's fairly common for state independent expenditure rules to require disclosure of the donors to a 501(c)(4). Or a 501(c)(4) could actually trigger PAC status in some states and have to disclose this to donors that way.

Charlie Ricciardelli (28:25):
Yeah, I think that's right. And listen, when you're working with these (c)(4)s, I think, and especially if you are involved in their creation or establishment, you want to make sure of a couple of things. You set up the governance and you're aware and being thoughtful about the compliance function. Document that all. You want to make sure that this has bylaws and that it's going to operate in a way that you understand and are comfortable with. If you're giving to it, you want to have some sort of a grant agreement that lays out the rules of the road for what it can and cannot do. Right?

(28:53):
And by the way, you may be fine being disclosed and that's great. But everybody get on the same page about how it's going to operate, what the repercussions are going to be. Make sure it has counsel that actually knows this area, and where those pitfalls are and potential pain points and disclosure obligations so that they can track that, right? You can have this great MOU that says, well, we're not going to do this. We're not going to trigger lobby registration that requires disclosure of donors, etc. But if you don't have legal counsel or somebody overseeing the operation to make sure they actually don't step into that type of situation, then that document isn't going to help you much. (29:28):

So make sure it has a robust compliance function. Make sure it's memorialized, and then be thoughtful in your approach. Because again, very, very useful tools if you are careful and thoughtful about how you're working with them.

Tyler Rosen (29:41):
I think that's probably all we have time for today, so we really appreciate you joining us for another edition of The Lobby Bar. Please, if you have feedback, thoughts, suggestions, criticism of Charlie, please send it our way and we look forward to joining you again.

Charlie Ricciardelli (29:55):
Before we close. I mean, I didn't even mention that you dated me, or you added 10 years to my age with that sly 1970s “SNL” reference. I wasn't watching “SNL” in the '70s.

Tyler Rosen (30:09):
I think you're just a scholar of old “SNL.” I didn't mean to suggest that you watched it live and have held that with you ever since then.

Charlie Ricciardelli (30:17):
In any event, thank you all for joining. Please like, subscribe to the podcast, and we hope to see you back in The Lobby Bar soon.

Voiceover (30:24):
Thank you for joining us for today's episode of The Lobby Bar, a political law podcast. If you like what you're hearing, be sure to subscribe in your favorite podcast app so you don't miss any future conversations. Additional information about Skadden can be found at Skadden.com.