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Robert B. Womble
Taxes and Politics Collide in New IRS Guidelines for 501(c)(4) Organizations: IRS Proposes to Restrict Political Activities of Some Non-Profits
Public Policy and Law Alert
11 December 2013
Guidance Issued on Application Procedure for Qualifying Therapeutic Discovery Project Tax Credits and Grants
Tax and Life Sciences Alert
May 25, 2010
Qualifying Therapeutic Discovery Project Tax Credits and Grants
Life Science Alert
May 17, 2010
The Venture Capital Legal Handbook
Kennedy Covington Attorneys Named Among 2008 Super Lawyers
Kennedy Covington Press Release
January 25, 2008
Twenty-Seven Kennedy Covington Attorneys Named Among 2008 Legal Elite
Kennedy Covington Press Release
January 7, 2008
Sixty-Two Kennedy Covington Attorneys Named Among 2008 Best Lawyers in America
Kennedy Covington Press Release
September 5, 2007
Higher Education Institutions
Tax-Exempt Organizations/Nonprofit Institutions
LL.M., Georgetown University Law Center, 1982, (Taxation)
J.D., Washington and Lee University School of Law, 1979, (
B.A., Wake Forest University, 1976, (
; Omicron Delta Epsilon Economics Honor Society)
Bar of North Carolina
United States Court of Appeals for the Federal Circuit
United States Court of Appeals for the Fourth Circuit
United States Court of Federal Claims
United States District Court for the Middle District of North Carolina
United States Tax Court
Mr. Womble is a partner in the Raleigh office and focuses his practice on business, tax and transactional matters including debt and equity finance, joint ventures, mergers and acquisitions, and acting as primary outside counsel. Many of these matters have an inbound or outbound international component. He has significant experience with the organization, capitalization and operation of foreign branches and subsidiaries of United States based companies, exempt organizations, and public and private educational institutions, in matters involving tax planning and compliance, company law, exchange controls, export controls and foreign investment limitations, US Foreign Corrupt Practices Act and UK Anti-Bribery Act compliance, and global employee mobility planning and structuring.
Mr. Womble has extensive experience in the representation of public and private colleges and universities in matters involving their supporting organizations, for-profit subsidiaries, joint ventures, technology transfer efforts, and international activities, as well as with respect to tax planning and compliance matters.
Mr. Womble has significant experience in the representation of charitable and non-charitable exempt organizations in matters including corporate governance, supporting organizations, for-profit subsidiaries, joint ventures, and political activities including organizational and compliance matters with respect to affiliated IRC Section 527 political organizations.
Mr. Womble has extensive experience in the representation of all types of investment funds in their formation, internal governance, and investment activities. Among the funds he has represented are institutional, bank, corporate, university, angel, and family funds engaged in a variety of investment activities including venture capital, mezzanine finance, buyouts, real estate, entertainment, and investments in other funds. Mr. Womble has also represented Small Business Investment Companies in their licensing, formation, and investments.
Best Lawyers in America
, Corporate Law, Leveraged Buyouts and Private Equity Law, Private Funds Law
North Carolina Super Lawyers
, Business/ Corporate Law
Legal Elite, Business North Carolina Magazine
, Business Law
Council for Entrepreneurial Development
Board of Advisors, 1998-present
Board of Directors, 1993-1997
Executive Committee, 1994-1995
Venture Conference, Chair, 2000
Streak Program, Chair; 2001
Conference on Entrepreneurship, Chair; 2004
Infotech Conference, Co-Chair
North Carolina Commission on Business Laws and the Economy (Member, 2003-present)
North Carolina Entrepreneurial Development Board (Member, 1994-2000)
North Carolina Tax Policy Study Commission (Member, 2000-2003)
North Carolina Chamber, Tax Policy Committee Chair (2008-2012)
Washington and Lee University (Parents’ Leadership Council, 2008-2010)
Needham Broughton High School Foundation (organizer, Founding Director, Secretary, Treasurer, and President 2004-present2013)
Daniels Middle School PTA (Legislative Committee, Chair, 2000-2001; Technology Committee, Chair, 2002-2004)
Frances Lacy Elementary PTA (President-elect, 1998-1999; Co-president, 1999-2000)
Frances Lacy Elementary School Foundation (Organizer, Founding Director and Secretary, 2001-2002)
YMCA of the Triangle Area,
Board of Advisors of Camps Sea Gull and Seafarer, 1997-2008, Chair 2002-2008
Camps Sea Gull and Seafarer Scholarship Committee, Chair, 1997-1999 Camps Sea Gull and Seafarer "We Build People Campaign," Chair, 1999-2001
Arapahoe Nation Indian Program Longbow Council, 1998-2000
Youth Basketball Coach
More Than a Casual Encounter: Inadvertently Creating a Permanent Establishment
,” National Association of College and University Attorneys Annual Conference, June 2014
Globalization of Colleges and Universities
,” Stetson National Conference on Law and Higher Education, February 2014
Political and Lobbying Activities of IRC §501(c)(3), §501(c)(4), and §501(c)(6) Exempt Organizations
,” North Carolina Association Executives, November 2013
10 Questions for US Companies Doing Business in Foreign Jurisdictions
,” Triangle Business Journal Global Business Symposium, September 2013
The Legal Challenges of Maintaining a Mobile and Cross-Border Workforce
,” North Carolina Chamber, May 2012
International Activities of Colleges and Universities
,” March 2011
International Permanent Establishments
,” February 2011
Doing Business in International Markets - Traps for the Unwary
,” Duke University Fuqua School of Business, December 2009
Trends in What Limited Partners Expect from Venture Funds
," Venture Capital Financing: Structuring and Negotiating Successful Deals, CLE International, February 2008
Selecting and Leveraging Your Board
," Conference on Entrepreneurship, Council for Entrepreneurial Development, 2003
," Conference on Venture Capital Financing, CLE International, 2003
Financing Strategy: Different Objectives for Different Rounds
," Council for Entrepreneurial Development, 2001
Represented United States based companies, exempt organizations, and educational institutions with respect to activity in Afghanistan, Argentina, Australia, Belgium, Bermuda, Brazil, Canada, Cayman Islands, Chile, Ecuador, France, Germany, Hong Kong, Kazakhstan, India, Ireland, Italy, Japan, Namibia, Netherlands Antilles (Curaçao), People’s Republic of China, Republic of China (Taiwan), Russia, Saudi Arabia, Senegal, Singapore, South Africa, South Korea, Sudan, Switzerland, Thailand, United Arab Emirates (Dubai and Abu Dhabi), United Kingdom, Vietnam, and Zambia.
Represented the State of North Carolina in its site selection and incentive negotiations with a major foreign automobile manufacturer.
Represented a company with respect to state and local incentive agreements in connection with the relocation to North Carolina of its corporate headquarters.
Represented a major private university in the formation of a joint venture with a for-profit company to conduct college preparatory educational activity internationally, and the formation of a foreign subsidiary of the joint venture in the People’s Republic of China.
Represented a major private university in connection with inbound and outbound medical resident exchange agreements involving students in Zambia.
Represented a major public university in connection with the international activities of its graduate medical school, including activity in the People’s Republic of China, Singapore, and an affiliation with a non-governmental organization in Zambia.
Represented a major public university in connection with its registration as a non-governmental organization in Vietnam, in order to facilitate the conduct of human subjects research in Vietnam.
Represented a major private university in connection with the international expansion of its medical and graduate business schools, including the development of a campus in the People’s Republic of China, the operation of a medical school in Singapore, the expansion of its business school into Kazakhstan, the organization of foreign subsidiaries in Dubai and the People’s Republic of China, and pharmaceutical development activity in India.
Represented a nonprofit corporate education service provider in the organization of foreign subsidiaries in the United Kingdom, India, Singapore, and South Africa, its tax registration in Kazakhstan, and the entry into joint venture transaction with United Kingdom and Indian academic institutions.
Represented a major private university with respect to activity of its school of nursing in Bermuda.
Represented a major private university with respect to its study abroad program in Ecuador.
Represented a private liberal arts college with respect to its study abroad program in France.
Represented a major private university in its application to obtain an Office of Foreign Assets Control license to conduct activity in Sudan.
Represented either the universities or the funds in the organization of "captive" venture funds formed by three different universities for the purpose of facilitating technology transfer.
Represented a major charitable organization with respect to grants to organizations in Senegal.
Represented a Hong Kong- based university concerning possible United States withholding obligations with respect to its U.S.-source investment income.
Represented a major public university in connection with the tax and withholding implications of licensing arrangements with companies based in Korea and Japan.
Developed Short-Term and Long-Term international assignment policies for United States based for-profit and nonprofit organizations.
Represented the United States exempt organization affiliate of a Swiss charitable organization, located in the District of Columbia, in the assignment of a citizen of California to serve as the Managing Director of the organization’s affiliate in Afghanistan.
Represented a Delaware corporation headquartered in California in the assignment of the corporation’s chief executive officer, a citizen of Michigan, to work out of the corporation’s offices in Germany.
Represented United States-based exporting corporations with respect to the organization and operation of Domestic International Sales Corporations (DISCs).
Represented a number of United States-based corporations with respect to the reorganization and restructuring of their foreign affiliates, including the analysis of issues regarding possible IRC Section 367 deemed outbound taxable transfers of appreciated property to foreign subsidiaries.
Represented a number of foreign entities with respect to the reorganization and restructuring of, or loans to, their United States affiliates, including the analysis of issues regarding possible IRC Section 956 deemed inbound taxable repatriation of foreign earnings.
Represented multinational companies in concluding transfer pricing agreements among their foreign affiliates.
Represented sponsors of several real estate investment funds in their organization and capitalization, including organization of the management companies for the funds and preparation of the limited partnership agreements, private placement memoranda, and subscription agreements for the funds.
Represented sponsors of several venture capital funds in their organization and capitalization, including organization of the management companies for the funds and preparation of the limited partnership or limited liability company agreements, private placement memoranda, and subscription agreements for the funds.
Represented investors in a number of venture capital funds in negotiating the terms of their investments in the funds.
Represented multiple venture fund families in all portfolio company investment activities of those funds.
Represented a venture capital fund in its winding up, including the conversion of the fund to a liquidating trust and obtaining from the Internal Revenue Service a private letter ruling as to the tax consequences of the conversion and the tax status of the trust.
Represented a company being "spun off" from a university, including organizing the company; structuring, negotiating, and documenting the "spin-off" transaction, which involved the transfer to the company by the university of certain rights in exchange for stock in the company; and structuring, negotiating, and documenting $20 million of first-round venture financing.
Represented investors in a company being "spun off" from a non-profit technology consortium, including organizing the company and an offshore affiliate; structuring, negotiating, and documenting the "spin-off" transaction, which involved the license to the company and the affiliate by the consortium of United States and worldwide patent rights, in exchange for stock in the company and the affiliate; and structuring, negotiating, and documenting $8 million of first-round venture financing to the company, and $3 million of first-round venture financing to the offshore affiliate, with a portion of the venture financings being provided by the Curaçao affiliate of a Swiss investment fund.
Represented a company in its organization, followed by its entry into a strategic alliance with another entity, involving the grant of mutual exclusive web site linking agreements, followed by a $35 million first-round venture financing. The proceeds of the financing were used to acquire the exclusive North American rights to a software product and to acquire six other companies in a "roll-up" transaction.
Represented a trade association in a collaboration with a technology provider to form an insurance exchange, allowing individuals and companies (for their employees) to acquire major medical and other insurance products through an on-line marketplace, involving the application of provisions of North Carolina insurance laws, ERISA, the Internal Revenue Code, and the Affordable Care Act.
Converted to a licensed reciprocal insurance exchange an unlicensed trust providing to North Carolina hospitals professional liability coverage, in the context of a Chapter 11 bankruptcy case of the trust.
Collaborated with the North Carolina Department of Insurance in writing the North Carolina law governing reciprocal insurance exchanges, contained in Article 15 of Chapter 58 of the North Carolina General Statutes.
On several occasions acted as the principal author of, and advocate for, amendments to the North Carolina Qualified Business Investment Tax Credit legislation, contained in Article 4, Division V, of Chapter 105 of the North Carolina General Statutes.
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