Ofer Lion



  • Los Angeles
  • Los Angeles

Ofer’s practice focuses on tax-exempt organizations and nonprofits, including hospitals and health care organizations, universities and schools, research institutions, public charities, private foundations and private operating foundations.

Ofer serves as counsel in the Los Angeles office of Hunton and Williams LLP. He has represented nonprofits and tax-exempt organizations in a wide range of tax, transactional, corporate, governance and fiduciary matters, including formation, mergers and acquisitions, executive compensation, international activities and affiliations, unrelated business taxable income, joint ventures, program-related investments, political activities and lobbying, conservation easements, tax return review, tax-exempt bonds and dissolutions.

He has extensively represented companies in all aspects of transactional tax matters, including mergers and acquisitions (domestic and cross-border taxable transactions, tax-free spin-offs, Section 351 transactions and corporate reorganizations), equity and debt securities finance, partnerships and private equity funds, real estate investment trusts (REITs), bankruptcy reorganizations, debt restructurings and state and local tax issues.

Ofer has been quoted as a tax-exempt organizations authority in numerous news stories, including on NPR, by the Associated Press and in The New York Times, The Wall Street Journal, the Los Angeles Times, Tax Analysts, The Huffington Post, Forbes.com and Politico.com.

He has taught “Tax-Exempt Organizations: Law and Practice” as an adjunct professor at the UCLA School of Law.

He is admitted to practice before the California Supreme Court; the U.S. District Court, Central and Southern Districts of California; and the U.S. Court of Appeals for the Ninth Circuit.

Relevant Experience

  • Has had successful controversy with the California Board of Equalization on a property tax exemption issue that led to a change in policy
  • Formed and advised a national charter school network and nonprofit management organization
  • Developed an economic arrangement intended to avoid private benefit issues for a university launching a joint venture structured as a series limited liability company
  • Advised a university on a joint venture to develop an Internet-based learning platform, including on private benefit issues
  • Performed full federal and state nonprofit governance and compliance reviews for several tax-exempt organizations, including hospitals, universities, social service organizations and private foundations
  • Advised several tax-exempts with IRS audits and proposed revocations
  • Advised a university regarding executive compensation, housing assistance, tax return reporting issues and other matters
  • Advised a hospital relating to a corporate restructuring and change in operations stemming from a joint venture with another tax-exempt hospital
  • Represented a scientific research organization regarding amendments to a collaborative research agreement with a commercial pharmaceutical company, including advice regarding private benefit and private inurement issues
  • Formed and obtained tax-exemption for numerous organizations, including public charities, supporting organizations, private foundations, scientific research organizations, corporate foundations, a private operating foundation, a business improvement district, charter schools and various organizations with international operations
  • Represented several schools in tax-exempt bond financings
  • Advised a hospital regarding the establishment of a specialty clinic, including advice regarding excess benefit transactions, executive compensation and intellectual property issues
  • Represented a real estate developer in connection with a conservation easement, a qualified conservation contribution, bargain sale valuation requirements and donee acknowledgments of noncash charitable contributions
  • Structured lease of real property between tax-exempt organizations in compliance with property tax exemption requirements
  • Has conducted tax structuring and general tax representation in hundreds of transactional tax matters, including reorganizations, forward and reverse triangular mergers, international inversion transactions, stock purchase agreements, asset purchase agreements, transactions with earnout payments and management equity rollovers, S corporation sales, Section 351 contribution transactions, bankruptcies, financings, and equity and debt securities issuances
  • Has had extensive experience concerning California state and local taxation
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