EDUCATION. Morris, Manning & Martin, LLP Partner, Practice Leader, Nonprofit & Wealth Planning Groups Member, Tax Group

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1 CASSADY VAUGHN ( CASS ) BREWER Assistant Professor Georgia State University College of Law PO Box 4037 Atlanta, GA (W) (C) cbrewer@gsu.edu EDUCATION New York University Graduate Editor, Tax Law Review University of Arkansas Editor-in-Chief, Arkansas Law Review LL.M., Taxation, J.D., with high honors, Vanderbilt University B.S., 1983 ACADEMIC AND PROFESSIONAL EXPERIENCE Georgia State University College of Law Associate Professor 2011-Present Morris, Manning & Martin, LLP Partner, Practice Leader, Nonprofit & Wealth Planning Groups Member, Tax Group Elrod & Thompson, P.C. Partner, Associate, King & Spalding, LLP Associate, Rose Law Firm, P.C. Associate, i

2 SCHOLARSHIP BOOKS THE SOCIAL ENTERPRISE ZOO: A GUIDE FOR PERPLEXED SCHOLARS, ENTREPRENEURS, PHILANTHROPISTS, LEADERS, INVESTORS AND POLICYMAKERS, Edward Elgar (co-edited with Dennis Young and Elizabeth Searing) (2016). SOCIAL ENTERPRISE BY NON-PROFITS AND HYBRID ORGANIZATIONS, BNA Bloomberg T.M. #489 (2014) (co-authored with Elizabeth Minnigh and Robert Wexler) (summary available at BOOK CHAPTERS Chapter 3: The Ongoing Evolution in Social Enterprise Legal Forms in THE SOCIAL ENTERPRISE ZOO: A GUIDE FOR PERPLEXED SCHOLARS, ENTREPRENEURS, PHILANTHROPISTS, LEADERS, INVESTORS AND POLICYMAKERS, Edward Elgar (2016). Chapter 1: Introduction in THE SOCIAL ENTERPRISE ZOO: A GUIDE FOR PERPLEXED SCHOLARS, ENTREPRENEURS, PHILANTHROPISTS, LEADERS, INVESTORS AND POLICYMAKERS, Edward Elgar (co-authored with Dennis Young) (2016). Nonprofit and Charitable Uses of LLCs in RESEARCH HANDBOOK ON PARTNERSHIPS, LLCS AND ALTERNATIVE FORMS OF BUSINESS ORGANIZATIONS, Edward Elgar Ltd. (forthcoming 2015). Venn Diagrams II: Meet Me at the Intersection of Estate and Income Tax, Ch. 3 in 48 TH ANNUAL HECKERLING INSTITUTE ON ESTATE PLANNING, UNIVERSITY OF MIAMI SCHOOL OF LAW, Matthew Bender & Company, Inc. (2014). ARTICLES Nonprofit LLCs, Business Law Today, American Bar Association (March 2017). Due Regard for Disregarded Entities, TAX MANAGEMENT MEMORANDUM, Bloomberg BNA (April 18, 2016). Gift Horses, Choosy Beggars, and Other Reflections On the Role and Utility of Social Enterprise Law, EshipLaw Website, sponsored by Ewing Marion Kauffman Foundation (2014) (available at Seven Ways to Strengthen and Improve the L3C, 25 Regent Univ. L. Rev. 329 (2013). Applying ASC to Reporting by Tax-Exempt Organizations (Part 2), 23 Taxation of Exempts 22 (Mar./Apr. 2012). A Novel Approach to Using LLCs for Quasi-Charitable Endeavors (a/k/a Social Enterprise ), 38 William Mitchell Law Review 678 (2012), reprinted in ROBERT E. LITAN & ANTHONY J. LUPPINO, LAW AND ENTREPRENEURSHIP. (Edward Elgar Pub. 2013). ii

3 Applying ASC to Reporting by Tax-Exempt Organizations, 23 Taxation of Exempts 30 (Nov./Dec. 2011) Health Care Reform Supplements Community Benefit Standard for Tax-Exempt Hospitals, Atlanta Hospital News, May 2010 Using the L3C For Program-Related Investments, Taxation of Exempts (Nov./Dec. 2009) Do Pending Treasury Studies Affect Your Organization?, Taxation of Exempts (May/June 2008) Business and Tax Planning with Controlled Organizations, Taxation of Exempts (July/Aug. 2007) The Brownfield Exemption from the Unrelated Business Income Tax, Taxation of Exempts (Nov./Dec. 2006), republished in Multi-State Taxation and Incentives (August 2007) Summary of Recent Amendments to Business Corporation Code, Limited Partnership Act, and Limited Liability Company Act with Respect to Entity Conversions, State Bar of Georgia Business Law Section Newsletter (July 2006) PRESENTATIONS/LECTURES LLCs, New Charitable Forms, and the Rise of Philanthrocapitalism, American Association of Law Schools 2017 Annual Meeting (January 6, 2017) Social Enterprise: Good for Nonprofits, Good for Business, Good for Both, or Good for Nothing, Community Seminar sponsored by GSU College of Law and Andrew Young School of Policy Studies (October 28, 2016). Unincorporated Nonprofit Associations and Nonprofit LLCs, 2016 LLC Institute, Business Law Section, American Bar Association (October 20, 2016). Social Enterprise Teaching Certificate Program: Legal Issues in Social Entrepreneurship, GW October Annual Entrepreneurship Conference & USASBE Social Enterprise Teaching Certificate Program (October 12, 2016). Alternative Legal Forms for Healthcare Companies, 2016 Annual Health Law Professors Conference (June 3, 2016). Legal Issues in Social Entrepreneurship, Midwest Symposium on Social Entrepreneurship, Ewing Marion Kauffman Foundation and USASBE (May 23, 2016). Expanding Theoretical Models in the Study of Social Enterprise, Social Enterprise Colloquium, University of Missouri Kansas City (May 20, 2016). Fundamental Legal Aspects of Starting a Business, Village Capital START:ME Program (March 30 and April 12, 2016). Due Regard for Disregarded Entities, Atlanta Bar Association, Estate Planning Section (March ). Due Regard for Disregarded Entities, Bloomberg BNA Quarterly Practitioners Meeting (January 14, 2016). Nonprofit Organizations Update, Smith & Howard, LLP (September 18, 2015). Legal Issues in Social Entrepreneurship, Midwest Symposium on Social Entrepreneurship, Ewing Marion Kauffman Foundation and USASBE (May 18, 2015). iii

4 Fundamental Legal Aspects of Starting a Business, Village Capital START:ME Program (April 15, 2015). Recent Federal Income Tax Developments, North Atlanta Tax Council (January 16, 2015). Tax Hazards of Common Exit Strategies and Unsuspected Dangers of Business Divorces and Reorganizations, State Bar of Georgia Taxation Section & ICLE of Georgia, Tax Traps for the Corporate Practitioner (December 18, 2014). Social Enterprise Teaching Certificate Program: Legal Issues in Social Entrepreneurship, GW October Annual Entrepreneurship Conference & USASBE Social Enterprise Teaching Certificate Program (October 16, 2014). Social Enterprise by Non-Profits and Hybrid Organizations, Bloomberg BNA Webinar (August 6, 2014). Three Related But Distinct Presentations: Tax Aspects of Formation of Partnerships, LLCs & LLPs, Fundamentals of Book & Tax Capital Accounts, and Embarrassing and Expense Tax Gotchas Concerning Partnerships, LLCs & LLPs, State Bar of Georgia Taxation Section & ICLE of Georgia, Basic Tax Aspects of LLCs, LLPs & Partnerships (AprilDecember 18, 2014). Venn Diagrams II: Meet Me at the Intersection of Estate and Income Tax, 48 th Annual Heckerling Institute on Estate Planning, University of Miami School of Law, Orlando, Florida (January 13-17, 2014). Organizational Forms & Legal Regimes, 10th Annual Conference on Social Entrepreneurship, NYU Stern School of Business. (November 6, 2013). Emerging Trends with Benefit Corporations and Related Entities, Annual Business Law Institute, Business Law Section, State Bar of Georgia. (October 30, 2013). Private Foundation Tips, Tricks, and Traps, Estate Planning Section Breakfast, Estate Planning Section, Atlanta Bar Association. (August 14, 2013). Social Enterprise by Non-Profits and Hybrid Organizations, 4th EMES International Research Conference on Social Entrepreneurship, EMES Social Enterprise Network. (July 4, 2013). Legal Issues in Social Entrepreneurship, Midwest Symposium on Social Entrepreneurship, Ewing Marion Kauffman Foundation and USASBE (May 24, 2013). Creating an Open-Solution Society: Harnessing the Full Power of Social Entrepreneurs, Annual Nonprofit Executive Roundtable, GSU Andrew Young School of Policy Studies. (April 26, 2013). New Social Enterprise Forms: Benefit Corporations, B Corps, FPCs, SPCs, and L3Cs, Annual Nonprofit Law Seminar, Nonprofit Law Section, State Bar of Georgia. (March 14, 2013). Recent Developments with the Georgia LLC Act, Symposium: Business Law in Georgia, John Marshall Law Journal. (March 4, 2013). Social Enterprise and Tax-Exempt Organizations, 2013 Annual Meeting, United States Association for Small Business and Entrepreneurship. (January 12, 2013). Nonprofits and Social Enterprise: Theorizing Social Enterprise Tax Reform, 2013 Annual Meeting, "Association of American Law Schools. (January 6, 2013). New Social Enterprise Forms: Benefit Corporations, B Corps, FPCs, SPCs, and L3Cs, 10th Annual Nonprofit Law Seminar, Institute of Continuing Legal Education in Georgia (March 14, 2013) (Invited) iv

5 Modest Proposals for Social Enterprise Tax Reform, 2013 AALS Annual Meeting, Section on Nonprofit Law and Philanthropy, Nonprofits and Social Enterprise Panel (January 6, 2013) (Invited) Drafting LLC Agreements for Nonprofit and Social Enterprise LLCs, 2012 LLC Institute, ABA Business Law Section, Committee on LLCs, Partnerships, and Unincorporated Entities (October 18, 2012) (Invited) Emerging Issues in Social Enterprise, Regent University Law Review Symposium (October 6, 2012) (Invited) This is Not Your Father s Philanthropy: LLC(c)(3)s, L3Cs, Benefit Corps, and Social Enterprise, 2012 Fiduciary Law Institute (July 12-14, 2012) (Invited). Creative Business and Nonbusiness Uses of LLCs, Atlanta Tax Forum (September 26, 2011) (Invited) Primer on Tax Aspects and Mechanics of Corporate Conversions, ABA Section of Taxation Joint Fall CLE Conference (September 2010) (Invited) IRS Audit and Focus Areas for Tax Exempt Organizations, Georgia Society of CPAs 2010 Nonprofit Conference (May 2010) (Invited) 7th Annual Nonprofit Law Seminar, Program Co-Chair, Institute of Continuing Legal Education in Georgia (April 2010) Recent Developments in L3Cs: Low-Profit Limited Liability Companies, National Teleconference and Webinar, Lorman Education Services (April 2010) The Growth, Future and Role of Low-Profit Limited Liability Companies ( L3Cs ), University of Texas School of Law, Nonprofit Organizations Institute (January 2010) End of the Year Charitable Giving Techniques and Estate Tax Update, CapinCrouse, LLP, Atlanta Nonprofit Seminar (November 2009) Strategic Charitable Giving, Georgia Society of CPAs, Atlanta/Savannah Tax Forums (November 2009) What Business Lawyers Need to Know About Tax Law in 2009, Business Law Institute (October 2009) Tax Strategies for Charitable Giving, Georgia Society of CPAs, 2009 Nonprofit Conference (July 2009) L3Cs: An Overview of This New Legal Entity for Social Enterprise, State Bar of Georgia, 6th Annual Nonprofit Law Seminar (April 2009) L3Cs: The Basics of This New Legal Entity for Social Enterprise, Georgia State University, 2009 Nonprofit Executive Roundtable (April 2009) Taxation of Entity Conversions, Georgia Society of CPAs (March 2009) Corporate Foundations and Giving Programs: Strategic and Legal Update, Southeastern Council of Foundations (November 2008) Coming Together and Breaking Apart: Planning and Pitfalls in Partnership Mergers and Divisions, 43rd Annual Southern Federal Tax Institute (September 2008) Setting Up a For-Profit Subsidiary or LLC, Pro Bono Partnership of Atlanta Workshop (August 2008) Taxation of Real Estate Entities in Georgia: Basics to Advanced, Lorman Seminar (July 2008) Tax Aspects of Entity Conversions, Southeastern Business Tax Forum (May 2008) v

6 Real Estate Investment and Disposition: Current Federal Income Tax Issues, Lorman Education (July 2007) Mergers, Conversions, Acquisitions, and Other Deal Structures Involving LLCs - Tax and Business Issues, Lorman Education (June 2006) Using Single-Member LLCs in Mergers and Acquisitions, Lorman Education (June 2006) Partnerships, LLCs, and LLPs in Georgia: Advantageous Uses, Lorman Education (September 2005) HONORS/AWARDS The David J. Maleski Award for Teaching Excellence Georgia State University College of Law, 2015 BAR MEMBERSHIPS State Bar of Georgia Admitted 1988 Member, Tax, Fiduciary, and Business Law Sections American Bar Association Atlanta Bar Association Arkansas Bar Association 1987-Present Member, Tax, Exempt Orgs, and Real Property & Probate Sections 1988-Present Member, Tax and Estate Planning Sections Inactive Member, 1987-Present SERVICE POSITIONS: Special Advisor, Southern Federal Tax Institute (June 2015 to Present). Reporter, Ad Hoc Benefit Corporation Legislation Committee, Business Law Section, State Bar of Georgia (February 2013 to January 2016). Reporter, Nonprofit Corporation Redomestication Legislation Committee, Nonprofit Law Section, State Bar of Georgia ( Past Co-Chair and Founding Member of the Nonprofit Law Section, State Bar of Georgia ( ) Past Chair, Partnership and LLC Committee, Business Law Section, State Bar of Georgia ( ) Past Member, Executive Committee, Business Law Section, State Bar of Georgia ( ) vi

7 ASSOCIATIONS: Chambers USA: America s Leading Lawyers for Business - Listed as a Top Lawyer in Tax ( ). SuperLawyer - Atlanta Magazine ( ). Georgia s Legal Elite - Georgia Trend Magazine (2006, , 2012). Past President, Atlanta Chapter of the Arkansas Alumni Association. Good Egg Award - Foothills District, Atlanta Area Council, Boy Scouts of America. PRO BONO: Atlanta Land Trust Collaborative, Board Member (2014-Present). The Link Counseling Center, Board Member (2008-Present), Chairman of the Board ( ). The Nathaniel Anthony Ayers Foundation, Board Member ( ). COLLEGE SERVICE Committee Member, Ben F. Johnson Jr. Award Committee (February 2017) Committee Member, Career Services Office Search Committee (January Present). Committee Member, Ben F. Johnson, Jr. Award Committee (February 2016). Committee Member, Tax Clinic Search Committee (January 2015-December 2015). Committee Member, Building Committee (August 2013 August 2015). Committee Member, Tax Clinic Search Committee (August-December, 2014). Committee Member, Strategic Planning Committee (February 1, February 28, 2014). Committee Member, Ben F. Johnson, Jr. Award Committee (August 1, 2012 July 31, 2013). Committee Member, Honor Code Committee (August 1, 2012 July 31, 2013). PROFESSIONAL SERVICE Committee Member and Reporter, Legislative Study and Drafting Committee, Nonprofit Law Section, State Bar of Georgia, Atlanta, Georgia (March 2015-October 2015). Committee Member and Reporter, Ad Hoc Benefit Corporation Committee, Business Law Section, State Bar of Georgia, Atlanta, Georgia (January December 2015). Drafting Committee for the Georgia Limited Liability Company and Limited Liability Partnership Acts, Business Law Section, State Bar of Georgia. vii