New Course Explores Legal Strategies for Nonprofit Resilience

Professor of Law Gerald Torres ’77 planned his fall course “Nonprofit Organizational Defense” knowing that this fast-moving area of law would probably require updates to his syllabus during the semester. 

But changes were needed sooner than he expected. 

On Sept. 2, the U.S. Court of Appeals for the D.C. Circuit issued a decision in Climate United Fund v. Citibank. The plaintiffs were environmental nonprofits that sued Citibank and the Environmental Protection Agency in March 2025, alleging they had unlawfully frozen funds and terminated grants that were awarded under the Biden administration in 2024 to create a national green bank for clean energy projects. 

Torres and his co-instructor, Visiting Clinical Lecturer in Law Asha Brundage-Moore, quickly shifted gears to discuss the appeals court decision in class the next day.

“The case pushed it all into the Court of Federal Claims,” Torres said. “The issue is really important, and it’s as fresh as the headlines.”

From regulatory investigations to IRS audits, funding freezes, and litigation aimed at disrupting their operations, many nonprofits — especially advocacy organizations — are facing increased scrutiny and legal challenges, Torres said.

The course enables students to understand the changing legal landscape that nonprofits are navigating and how to respond to these novel threats. Class meetings cover the basics of organizational and transactional law for nonprofits: nonprofit formation and structuring, governance best practices, tax law compliance, responding to government investigations, and litigation strategies. Students are also conducting semester-long research projects on current challenges in the nonprofit sector.

Learning transferable skills

The course grew out of discussions at an annual environmental justice conference held at the Yale School of the Environment, where Torres is also a professor, shortly after the presidential election last November. 

Concerned that environmental organizations were likely to come under scrutiny from the new administration, the attendees began organizing ways to support them, Torres said. One outcome is the new course to train students in advising nonprofits through an uncertain and challenging legal environment. 

While many of the examples in the course focus on environmental nonprofits, the content is broadly applicable to a range of nonprofit organizations.

“The environmental law field touches so many different issues that it’s a good template for learning transferable skills,” Brundage-Moore said. Students have been examining how the current legal landscape is affecting nonprofits ranging from religious organizations to the National Collegiate Athletic Association (NCAA).

Students routinely bring examples from the headlines to class discussions, which Torres uses to supplement the assigned readings. “I ask them to imagine they’re the lawyer for one of the parties in the story. What kinds of questions do you ask? How do you start to analyze this as a legal problem?” he said.

Torres said the course provides important training to future lawyers by developing problem-solving skills, mastering technical material like nonprofit tax codes, and thinking about how the mission of the nonprofit should drive its organizational structure.

“To be a really good practitioner, your grasp of the range of issues, your capacity to think both strategically and tactically, your understanding of where a case fits into a range of cases that are likely to emerge are all important skills,” Torres said.

“A lifeline for small nonprofits”

Rafa Sattar ’27 was drawn to course based on her previous experience founding and running the Fera Foundation, a nonprofit providing free remote schooling and teletherapy to girls at risk of child marriage and trafficking in Bangladesh. She saw how regulatory barriers, financial constraints, and public scrutiny can stifle innovation and sustainability in the nonprofit sector. 

“While I’ve put our programming on pause since starting law school, Fera’s mission is still near and dear to my heart,” she said. “I often reflect on what I could have done better, and how I can move forward to better support and advocate for the girls we served. I was especially drawn to this course’s focus on legal defense strategies that can be a lifeline for small nonprofits like mine that challenge the status quo.”

Brundage-Moore said the course has also attracted students who want to study tax law and how it applies to nonprofits.

“If you’re interested in tax law but want to be where the boundary-pushing area is, nonprofits are an interesting way to get involved,” she said. “A lot of these nonprofit tax issues aren’t as settled as big corporate tax issues.”

I was especially drawn to this course’s focus on legal defense strategies that can be a lifeline for small nonprofits like mine that challenge the status quo.” 

— Rafa Sattar ’27 

Jackson Willis ’26 finds the tax issues to be especially interesting. As a Yale undergraduate, he was involved with the nonprofit Yale Hunger and Homelessness Action Project. He hopes to continue working in the nonprofit sector after law school and said the class was a perfect way for him to combine the “lofty aims” of nonprofit work with the pragmatics of legal defense.

“The technicalities of tax-exempt status are a useful skill set, but they also reflect deeper debates about the appropriate role for nonprofits in our democracy and civil society,” he said.

Class discussions on congressional investigations of nonprofits have been especially compelling, Sattar said, touching on issues like immigration nonprofits accused of conspiracy and the withholding of federal grants. “This is a salient political reality that can threaten a nonprofit’s reputation and very existence,” she said. 

“The difficult judgement calls that these circumstances demand have only deepened my appreciation for the invaluable role of lawyers in guiding nonprofits through our current political climate,” she added.