Sarah Duniway

Principal - Minneapolis


Support Staff
Ginny Chavez, 612.632.3037

500 IDS Center
80 South 8th St
Minneapolis, MN 55402

Main: 612.632.3000
Fax: 612.632.4444

More information 
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Duniway, Sarah

Sarah Duniway works with nonprofit organizations, social enterprises and health care providers. She delights in helping clients achieve their mission. She especially enjoys providing practical guidance and facilitating creative problem-solving in collaboration with her clients. Sarah is known for her ability to turn complex legal analysis into practical, easy-to-understand advice.

Sarah regularly advises clients on tax-exemption, governance, campaign finance, and business operations issues.  She is a frequent speaker on social enterprise legal structures such as joint ventures, mergers and affiliations, UBTI, L3C’s and benefit corporations, as well as on governance, election law and campaign finance issues for nonprofits. In health law, she specializes in regulatory compliance, affiliations, joint ventures, long term care, telehealth, financing, mergers and acquisitions, HIPAA, and mental health and disability program issues.

Sarah serves on Gray Plant Mooty’ Board of Directors, cochairs the firm’s Practice and Attorney Management Committee, and cochairs its Nonprofit & Tax-Exempt Organizations practice team.


  • Incorporates and obtains tax-exempt status for new organizations with unique charitable purposes
  • 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
  • Evaluates tax-exemption and regulatory implications of joint ventures
  • Handles mergers and acquisitions for nonprofit and health care providers
  • Establishes new social enterprises
  • 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 trainings and assists with compliance plan development
  • Advises long term care providers on resident, financing and licensing issues


  • “The Legal Stream:  Staying Tax Exempt,” coauthored with Jennifer Bishop, Streams of Hope (published by Community Wealth Ventures), December 11, 2008
  • Political Activity on Campus,” coauthored with Greg Larson, MCPA Pathways, Sept. 2008
  • “Minnesota Campaign Finance and Ballot Measure Guide,” Alliance for Justice, 2007
  • “Controlling Waste, Fraud & Abuse,” Minnesota Physician, December 2006


  • “From Aristotle to Groucho: Negotiating Effective IT Contracts,” MCN Non-profits Technology and Communications Conference, Minneapolis, April 10, 2013
  • “Working with Volunteers,” Minnesota CLE Nonprofit Conference, March 12, 2013
  • “Achieving a Nonprofit Mission in a For-Profit World,” The Metropolitan, September 25, 2012
  • “Fundraising Events and Cause-Related Marketing,” Minnesota Council on Nonprofit, 2012 and 2010
  • “Nonprofit and Foundation Advocacy on Constitutional Amendments for Minnesota Council on Foundations, Minnesota Council of Nonprofits, Minnesota CLE and others, 2011-2012
  • “Constitutional Amendments in Minnesota,” Minnesota Council on Foundations Funder Briefing, Minneapolis, Minnesota, October 25, 2011
  • “Legal and Tax Issues for Social Enterprise” Social Enterprise Alliance National Gathering, 2005-2011
  • "Excuse Me, But Your Conflict is Showing: How to Spot and Manage Conflicts of Interest," Gray Plant Mooty Higher Education Breakfast, May 3, 2011
  • "Citizens United and Election Law for Nonprofits," Minnesota CLE, March 9, 2011
  • “Donor Advised Fund Programs,” GPM Higher Education Breakfast Briefing, October 2010
  • “Nonprofit Election Activity and the Law,” Minnesota Council of Nonprofits, June 2010
  • “Death Panels, Tanning Beds, and AK47s: What Providers Need to Know About Health Care Reform,” panelist, GPM Health Law Breakfast Roundtable, May 2010
  • “Cause-Related Marketing,” Minnesota State Bar Association Business Law Institute, May 2010
  • “Sales and Property Tax Exemption,” Minnesota State Bar Association Nonprofit Institute, March 2010
  • “Nonprofit LLCs and L3Cs,” Minnesota State Bar Association LLC Institute, October 2009
  • “UBIT and Social Enterprise,” Minnesota Nonprofit Assistance Fund and MAP for Nonprofits, Minneapolis, Minnesota, March 2010
  • “Social Enterprise Legal and Tax Basics,” Community Wealth Ventures, North Texas Community Wealth Collaborative, Dallas, Texas, May 2009
  • “Leading Through Community Wealth: Opportunities in Social Enterprise,” with Amy Celep, Community Wealth Ventures, Minnesota Council of Nonprofits, Nonprofit Leadership Conference, Minneapolis, Minnesota, June 2009
  • “Corporate Compliance: The Role and Risk for Trustees,” Minnesota Hospital Association, July 2007
  • “Finding a Way to Work Together: Physician Hospital Integration,” Minnesota Hospital Association, July 2007
  • “Worry Free Advocacy: Minnesota Election Laws,” Alliance for Justice, Minnesota Council of Nonprofits and Wellstone Action, June 2007
  • “Serving on the Nonprofit Board,” multiple settings


  • 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. in mathematics, concentrations in women’s studies and German, 1991

Professional Activities

  • 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

Honors and Distinctions

  • “Rising Star,” Minnesota Law & Politics, 2005-2009

Community Involvement

  • Minnesota Council on Foundations, Government Relations Committee, 2009 – current
  • Gray Plant Mooty Foundation, Chair, 2008 – 2011, Trustee, 2011 – current
  • Studio 206, board member
  • Volunteers for numerous neighborhood, community, and political organizations