Sarah Duniway

When leaders at nonprofit organizations, foundations, college and universities, and health care providers face legal challenges or obstacles, they turn to Sarah Duniway for guidance. Sarah facilitates her clients’ creative problem-solving skills and helps them arrive at the solutions that best serve their organizations’ goals. Clients trust Sarah for her ability to provide straightforward counsel on a wide range of questions, offering high-level perspective rooted in a deep understanding of the complexities of the law. Above all, Sarah delights in helping her clients accomplish their missions.

Sarah regularly advises clients on tax-exemption, governance, campaign finance, and business operations issues. She draws on this extensive experience to speak frequently on key business issues for nonprofits such as joint ventures, mergers and affiliations, structuring collaborative relationships, UBTI, and benefit corporations, as well as on governance, election law, and campaign finance issues for nonprofits. Sarah also provides counsel on matters pertaining to health law, focusing on long term care and disability programs, regulatory compliance, academic medicine, affiliations, joint ventures, financing, and mergers and acquisitions.


  • Incorporates and obtains tax-exempt status for new organizations with unique charitable purposes
  • Evaluates tax-exemption and regulatory implications of joint ventures
  • Handles mergers, acquisitions, and collaborative relationships for nonprofit, higher education, and health care providers
  • Establishes new social enterprises and nonprofits addressing critical community needs
  • Assists private foundations on formation, program-related investments, grant making, compliance, and reporting matters
  • Evaluates donor advised fund and supporting organization issues for community foundations
  • Conducts compliance program evaluations and trainings and assists with compliance plan development
  • Advises senior living and disability services providers on resident, financing, and licensing issues
  • Counsels nonprofits on a variety of election law and political activity issues
  • Structures organizational relationships among 501(c)(3)’s, 501(c)(4)’s, PACs, and SuperPACs


  • Co-presenter, "Grantmaking Best Practices," Minnesota CLE 2023 Nonprofit Law Conference, March 14, 2023
  • Co-presenter, "Stump the Experts: Lathrop GPM Panel Fields Your Questions," Minnesota Gift Planning Association Annual Conference, November 2, 2022
  • Co-presenter, "Family Foundation Management," Lathrop GPM Zoom Webinar, May 24, 2022
  • Co-presenter, "Election Year Issues," 2022 Nonprofit Law Conference, Minnesota CLE, March 8, 2022
  • Co-presenter, "Synapse Health Webinar Series: What All Providers Should Know About Changes to Assisted Living in MN," Lathrop GPM Webinar, May 12, 2021 
  • Co-presenter, "First Steps Towards Assisted Living Licensure," LeadingAge Minnesota, April 7, 2021
  • Presenter, "Election Year Issues for 501(c)(4) – 501(c)(3) – SuperPAC Organizations," Numerous client presentations, 2020
  • Presenter, "Foundation Advocacy and Engaging in Public Policy," private foundation client presentation, October, 2020
  • Presenter, "Advancing Public Policy & Election Year Issues," all-staff training for community foundation client, October, 2020
  • Presenter, "Conflicts of Interest and Self-Dealing," private foundation Board presentation, June 2020
  • Co-presenter, "What You Need to Know About the CARES ACT," Lathrop GPM Webinar, April 1, 2020 
  • Presenter, "Election Year Issues – The Do’s and Don’ts for Nonprofits," Nonprofit Law Conference, Minnesota CLE, March 3, 2020
  • Presenter, "Governing in a Time of Change," Minnesota Council on Foundations, February 13, 2020
  • Presenter, "Legal 101 for Foundations and Grantmakers," Minnesota Council on Foundations, November 15, 2019
  • Co-presenter, "Who Gets the Cookies? Recent Developments in Nonprofit Management of Gifts for Your Mission," Gray Plant Mooty Event & Webinar, November 13, 2019
  • Presenter, "New Anti-Retaliation Law for NH's and HWS," LeadingAge Minnesota, August 15, 2019
  • Co-presenter, "Exploring New Frontiers - Health Care Transactions," Gray Plant Mooty Health Law Seminar, July 25, 2019
  • Co-presenter, "The Three C’s in Dealing with the IRS and Other Regulators—Compliance, Compliance, Compliance!" Gray Plant Mooty Event & Webinar, July 26, 2018
  • Presenter, "2017 Tax Act and Other Updates for Private Foundations," Minnesota Council on Foundations, March 16, 2018
  • Presenter, "How Safe is My Gift? How Safe Should it Be?" Council on Foundations Annual Conference, April 24, 2017
  • Presenter, "New Models for Philanthropic Organizations," Foundation Financial Officers Group, February 16, 2017
  • Presenter, "Donor Advised Funds vs. Private Foundations: Advising Your Clients and Donors," Red River Valley Estate Planning Council, January 11, 2017
  • Presenter, "New Models for Philanthropic Organizations," Foundation Financial Officers Group, November 11, 2016
  • Co-presenter, "Getting Your Planned Gift Initiatives Off the Ground," Gray Plant Mooty Event & Webinar, April 28, 2016 
  • Presenter, "Philanthropy Outside the Tax-Exempt Model," Council on Foundations, April 11, 2016
  • Presenter, "Boards: Fiduciary Requirements and Governance Best Practices," LeadingAge, February 10, 2016
  • Presenter, "Compliance Lessons from Recent OIG Enforcement Activity," Gray Plant Mooty 19th Annual Health Law Conference, July 14, 2015
  • Presenter, "What are Public Benefit Corporations," Minnesota Planned Giving Council, July 1, 2015
  • Presenter, "Legal Hot Topics," LeadingAge 2015 Senior Living NOW, July 1, 2015
  • Presenter, "What are Public Benefit Corporations," Wilder Foundation, April 1, 2015
  • Presenter, "Building Blocks: Creating the Infrastructure for a Gift Planning Program," Fargo-Moorhead Area Foundation, April 1, 2015

Client Alerts and Blog Posts

Professional Affiliations

  • American Health Lawyers Association
  • Minnesota Women Lawyers
  • American Bar Association, Health Law and Tax Law sections, Exempt Organizations Committee
  • Minnesota State Bar Association, Business Law section, Nonprofit Organizations Committee
  • Law clerk for Justice Sandra S. Gardebring, Minnesota Supreme Court, 1996-1997

Community Involvement

  • Minnesota Council on Foundations, Board of Directors, 2015-present; Government Relations and Public Policy Committee, co-chair, 2009-2018, member, 2019-present 
  • Minneapolis Parks Foundation, board member, January 2016-present
  • Twin Cities Diversity in Practice, board member, 2015-2019
  • Gray Plant Mooty Foundation, chair, 2008-2011, trustee, 2011-present
  • Studio 206, board member


  • “Minnesota's Top Lawyers,” Minnesota Monthly, 2022
Photo of Sarah  Duniway
  • Minneapolis

    80 South Eighth Street
    3100 IDS Center
    Minneapolis, MN 55402
F: 612.632.4055


Cheryl Nutzmann

Court Memberships

  • Minnesota
  • North Dakota


University of Minnesota Law School, J.D., magna cum laude, 1996, Law and Inequality: A Journal of Theory and Practice, student articles editor; Order of Coif

Carleton College, B.A., 1991, Mathematics, concentrations in women’s studies and German