2013-02-11T10:55:15-07:00 2012-06-30 990 2011-07-01 231352013 AMERICAN LAW INSTITUTE AMER 2152431600 4025 Chestnut Street Philadelphia PA 191043099 Carolyn Dineen King 2152431600 2013-02-13 2011 2016-03-07 17:11:31Z Roberta Cooper Ramo American Law Institute 4025 Chestnut Street Philadelphia PA 191043099 53785766 0 X www.ali.org X 1923 DC The American Law Institute (ALI) is the leading independent organization in the United States producing scholarly work to clarify, modernize, and otherwise improve the law. The Institute (made up of over 4300 lawyers, judges, and law professors of the highest qualifications) drafts, discusses, revises, and publishes Restatements of the Law, model statutes, and principles of law that are enormously influential in the courts and legislatures, as well as in legal scholarship and education. ALI through its ALI CLE operating group provides continuing legal education to lawyers throughout the United States. 56 56 111 2800 0 0 769137 891384 12314301 12876874 2007700 2012908 1868271 1910011 16959409 17691177 402966 534244 0 0 7845683 8242676 0 0 119530 7155201 7476858 15403850 16253778 1555559 1437399 53358552 54012098 4990734 5825706 48367818 48186392 The Institute's mission, as set out in its certificate of incorporation, is to promote the clarification and simplification of the law and its better adaptation to social needs, to secure the better administration of justice, and to encourage and carry on scholarly and scientific legal work. 0 0 3964003 0 4821073 Publications & Periodicals: The Institute sponsors studies and publishes books that promote the clarification and simplification of the law. In addition, ALI CLE publishes approximately five books and four periodicals a year. 3474424 3458486 Courses: The Institute through ALI CLE held approximately 57 in-person courses attended by approximately 2,810 registrants. These courses are open to the legal profession and topics vary. Also included in the figure are in-house training services. 4982269 6247626 Online services and programs: The Institute, through ALI and ALI CLE, offers a national curriculum of online and distance learning seminars and products with over 50,000 users. Included in this are webcasts, online library content, telephone seminars, and audio and video products. 0 0 0 12420696 1 1 0 0 0 0 0 0 1 1 1 1 0 0 1 1 1 0 0 0 1 0 1 0 0 0 0 1 1 1 0 0 0 0 0 0 0 1 0 0 0 0 0 1 0 0 0 0 1 137 0 1 111 1 0 0 0 0 0 0 0 0 0 0 X 56 56 1 0 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 1 1 1 AK AL AR AZ CA CO CT DC FL GA HI IL KS KY LA MA MD ME MI MN MO MS NC ND NH NJ NM NY OH OK OR PA RI SC TN UT VA WA WI WV X The American Law Institute Deputy Director 2152431600 4025 Chestnut Street Philadelphia PA 191043099 Kenneth S Abraham 2 X 0 0 0 Shirley S Abrahamson 2 X 0 0 0 Kim J Askew 3 X 0 0 0 Jose I Astigarraga 2 X 0 0 0 John H Beisner 2 X 0 0 0 Sheila L Birnbaum 2 X 0 0 0 Amelia H Boss 2 X 0 0 0 William M Burke 2 X 0 0 0 Elizabeth J Cabraser 2 X 0 0 0 Edward H Cooper 2 X 0 0 0 N Lee Cooper 2 X 0 0 0 Mary B Cranston 2 X 0 0 0 George H T Dudley 2 X 0 0 0 Christine M Durham 2 X 0 0 0 Kenneth C Frazier 2 X 0 0 0 Paul L Friedman 2 X 0 0 0 Yvonne Gonzalez Rogers 3 X 0 0 0 Anton G Hajjar 2 X 0 0 0 Geoffrey C Hazard Jr 2 X 0 0 0 D Brock Hornby 2 X 0 0 0 William C Hubbard 2 X 0 0 0 Wallace B Jefferson 2 X 0 0 0 Mary Kay Kane 3 X 0 0 0 Herma Hill Kay 2 X 0 0 0 Michele C Kane 2 X 0 0 0 Carolyn B Kuhl 2 X 0 0 0 Carolyn B Lamm 2 X 0 0 0 Derek P Langhauser 3 X 0 0 0 Carol F Lee 2 X 0 0 0 David F Levi 2 X 0 0 0 Martin Lipton 2 X 0 0 0 Gerard E Lynch 2 X 0 0 0 Margaret H Marshall 2 X 0 0 0 M Margaret McKeown 2 X 0 0 0 John J McKetta III 3 X 0 0 0 Daniel J Meltzer 2 X 0 0 0 Judith A Miller 3 X 0 0 0 Robert H Mundheim 2 X 0 0 0 Kathryn A Oberly 3 X 0 0 0 Harvey S Perlman 2 X 0 0 0 David W Rivkin 2 X 0 0 0 Daniel B Rodriguez 2 X 0 0 0 Lee H Rosenthal 3 X 0 0 0 Gary L Sasso 2 X 0 0 0 Mary M Schroeder 2 X 0 0 0 Anthony J Scirica 2 X 0 0 0 Marsha E Simms 2 X 0 0 0 Robert H Sitkoff 2 X 0 0 0 Jane Stapleton 2 X 0 0 0 Robert A Stein 2 X 0 0 0 Larry S Stewart 2 X 0 0 0 Elizabeth S Stong 2 X 0 0 0 Catherine T Struve 2 X 0 0 0 David K Y Tang 2 X 0 0 0 Michael Traynor 2 X 0 0 0 Bill Wagner 2 X 0 0 0 Steven O Weise 3 X 0 0 0 Diane P Wood 3 X 0 0 0 Roberta Cooper Ramo 10 X X 0 0 0 Allen D Black 5 X X 0 0 0 Douglas Laycock 5 X X 0 0 0 Susan Frelich Appleton 5 X X 0 0 0 Carolyn Dineen King 5 X X 0 0 0 Lance Liebman 30 X 267403 0 18375 Stephanie Middleton 50 X 223681 0 25396 L Julene Franki 35 X 195430 0 25396 Lawrence Meehan 35 X 155490 0 16257 Marianne Walker 35 X 154298 0 10619 Nancy Mulloy-Bonn 35 X 137814 0 22254 Susan Tomita 35 X 129397 0 14361 William McCormick 35 X 127933 0 19514 Mark Carroll 35 X 125442 0 21087 Elena A Cappella 0 X 122500 0 0 1639388 0 173259 13 1 1 0 Darwill PO Box 87618 Chicago IL 60680 Printing & mailing services 390669 Yurchak Printing Inc 920 Links Avenue Landisville PA 17538 Printing 286397 Riverbend Media 187 Country Bend Road Farmington UT 84025 Webcast services 183300 JP Morgan 270 Park Avenue New York NY 10017 Investment Advisor Fees 152148 V12 Group 141 W Front Street Ste 410 Red Bank NJ 07701 Marketing Services 143614 7 0 492057 0 0 0 399327 0 891384 Courses 611710 3458486 3458486 0 0 Online services and programs 611710 6247626 6247626 0 0 Publications & Periodicals 511120 3170762 3170762 0 0 0 0 0 0 12876874 819572 0 0 819572 0 0 0 0 0 0 0 0 556133 0 296433 0 259700 0 259700 0 0 259700 35931545 0 34738209 0 1193336 0 1193336 0 0 1193336 0 0 0 0 0 0 0 0 0 0 0 0 2700180 1059947 1640233 1640233 0 0 Rental of customer's addresses 900099 10078 10078 0 0 0 0 0 0 10078 17691177 14527185 0 2272608 15000 15000 412801 412801 106443 106443 0 0 998717 611378 370339 17000 0 0 0 0 5203085 3806899 1352086 44100 310139 226917 80593 2629 1309078 957803 340180 11095 421657 301461 116118 4078 0 0 0 0 170813 1410 169403 0 98852 6360 92492 0 0 0 0 0 0 0 242997 0 242997 0 196401 187325 9076 0 1161713 1124797 36916 0 497876 229713 265717 2446 184952 66414 118538 0 91049 91049 0 0 257459 182796 74663 0 853058 746597 81325 25136 50816 49816 976 24 1512088 1347822 161310 2956 0 0 0 0 0 0 0 0 218115 154862 63253 0 40026 0 40026 0 Distribution to Joint Venture Partner 875001 875001 0 0 Consultants, Honoraria, and Trainers 282691 262692 19999 0 Stipends to Reporters and Assistants 346639 336573 0 10066 Production and Transmission Expenses 287338 287338 0 0 108974 31429 77545 16253778 12420696 3713552 119530 1497364 1813367 0 0 0 0 1202325 1525575 0 0 0 0 0 0 689047 610495 265671 322897 9032940 7245728 1666059 1787212 40830359 40686631 7207727 7265921 0 0 0 0 0 0 53358552 54012098 1964284 2294672 996104 1103442 10811 23379 2019535 2404213 4990734 5825706 X 32983767 32862040 14944680 14884981 439371 439371 48367818 48186392 53358552 54012098 X 1437399 -1618825 X 0 1 1 X 0 X 810400 827531 811932 769137 891384 4110384 18209993 15890363 14720304 14897042 15563345 79281047 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 19020393 16717894 15532236 15666179 16454729 83391431 0 0 0 0 65705 65705 0 0 0 0 0 0 0 0 0 0 65705 65705 83325726 2196022 2227979 1483006 1295743 1385783 8588533 0 0 0 0 0 0 2196022 2227979 1483006 1295743 1385783 8588533 0 0 0 0 0 0 0 0 0 0 0 0 21216415 18945873 17015242 16961922 17840512 91979964 0.90591 0.9236 0.09337 0.0764 X On the 2011 Form 990, Schedule A, Part III, ALI reclassified the revenues of the electronic and print delivery of our program content from line 10a (Section B) to line 2 (Section A) as these amounts are directly related to ALI's tax-exempt purpose. All prior years presented, 2007 through 2010, are reclassified on the 2011 Form 990. RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 1 18919940 1193477 179409 0 0 1288813 19004013 17266210 995183 1984729 0 0 1326182 18919940 11181053 6669680 706738 0 0 1291261 17266210 13363063 1034496 -2079428 0 0 1137078 11181053 0.3379 0.0231 0.639 0 0 0 393750 393750 1703422 795594 2497571 1445 1192807 3028899 2970449 1251257 0 1817074 1777708 39366 0 101394 0 101394 1787212 Hedge Funds 7265921 F 7265921 0 Postretirement Healthcare Obligations 2404213 2404213 17691177 16253778 1437399 -1569225 0 0 0 -49600 -1618825 -181426 17478332 -1569225 0 0 1356380 -212845 17691177 0 0 0 17691177 17610158 0 0 0 1356380 1356380 16253778 0 0 0 16253778 SchD_P04_S00_L02b Schedule D, Part IV, Line 2b The American Law Institute maintains as landlord an escrow bank account as a security deposit for one of its tenants, Elwyn Inc. SchD_P05_S00_L04 Schedule D, Part V, Line 4 In accordance with donor-imposed restrictions on the Falk Endowment, principal is permanently restricted and income may only be used for purposes of the Permanent Editorial Board for the Uniform Commercial Code (PEB-UCC). A second fund was established to provide financial support for an endowed chair in memory of Professor Casner. The Wechsler Fund and the unrestricted PEB-UCC Fund have Board-designated spending restrictions. The Mellon Fund is a temporarily restricted fund to be used for the Restatement projects. SchD_P10_S00_L02 Schedule D, Part X, Line 2 For the years ended June 30, 2012 and 2011, ALI and American Law Institute Publishers (ALIP) did not identify any uncertain tax positions taken or expected to be taken in an information return or in an income tax return, respectively, which would not require adjustment to or disclosure in the consolidated financial statement. In addition, ALI and ALIP believe that they have not engaged in any activities for which ALI's tax-exempt status and ALIP's tax status as a pass through entity would not be sustained under examination. ALI and ALIP are potentially subject to federal, state, and local examinations, as applicable, for years subsequent to June, 30, 2008. SchD_P11_S00_L08 Schedule D, Part XI, Line 8 Transfer of temporarily restricted net assets to ACLEA to continue the work for which the funds were solicited. SchD_P12_S00_L02d Schedule D, Part XII, Line 2d Cost of sales of $1,059,947 and landlord related expenses of of $296,433. SchD_P13_S00_L02d Schedule D, Part XIII, Line 2d Cost of sales of $1,059,947 and landlord related expenses of of $296,433. 1 Europe (including Iceland and Greenland) 0 0 Program Services Stipends and meeting expenses. 106443 0 0 106443 Stipends to Reporters Europe (including Iceland and Greenland) 6 70000 Wire Transfer 0 Meeting and Travel Europe (including Iceland and Greenland) 16 36443 Wire Transfer 0 0 0 0 1 0 0 SchF_P01_S00_L02 Schedule F, Part I, Line 2 Schedule F, Part I, Line 2 - The "grants" are in the form of stipends determined by the Institute and cost-reimbursement for travel and meeting expenses that the Institute reviews for reasonableness and controls when payments are due. There will be a direct relationship between amount approved for payment and the actual payment amount. 1 Smithsonian Institution SI-5300 PO BOX 96805 Washington DC 200906031 530206027 15000 0 Letter acknowledging cash contribution The contribution made to the Smithsonian Institution was in support of its charitable purpose and was made concurrently with the Institute's annual meeting member's reception. 1 0 The American Law Institute provides financial assistance to cover travel expenses for certain volunteers who attend its meetings. ALI CLE offers full scholarships to certain lawyers to attend its various courses. 2691 8658 404143 50% of tuition cost to attend a seminar The non-cash assistance is in the form of a full scholarship. SchI_P01_S00_L02 Schedule I, Part I, Line 2 The American Law Institute, including ALI CLE, makes voluntary payments to governmental units, nonprofit organizations, and individuals. Given their nature, the payments are made either by check or by award of a scholarship for all or part of the fee for a program. The American Law Institute, including ALI CLE, is able to direct and monitor these expenditures and scholarships. X X X X 1 0 0 0 0 0 0 0 0 Elena A Cappella 0 0 0 0 122500 0 0 0 0 0 122500 0 0 Lance Liebman 265401 0 0 0 2001 0 18375 0 0 0 285777 0 0 0 Stephanie Middleton 222290 0 0 0 1391 0 11637 0 0 0 235318 0 0 0 L Julene Franki 194106 0 0 0 1324 0 14245 0 11151 0 220826 0 0 0 Lawrence Meehan 154226 0 0 0 1264 0 10853 0 5404 0 171747 0 0 0 Marianne Walker 153125 0 0 0 1173 0 10619 0 0 0 164917 0 0 0 Nancy Mulloy-Bonn 136618 0 0 0 1196 0 9952 0 12302 0 160068 0 0 0 SchJ_P01_S00_L04 Schedule J, Part I, Line 4 Elena Cappella, Deputy Director of ALI until March 2010, received a severance package consisting of one year's salary which started July 1, 2010. Uniform Law Commission President of Uniform Law Commission 75000 Sharing of net revenue 1 F990_P01_S00_L11 Form 990, Part I, Line 11 ALI reclassified the revenues of the electronic and print delivery of program content from line 11 to line 9 in the prior year to conform with the current year presentation. See Supplemental Information for Form 990, Part VIII, Line 5 for additional details. F990_P06_S0A_L01a Form 990, Part VI, Section A, Line 1a The Institute's governing body, the Council, has delegated to the Executive Committee the authority to oversee the management of the business and affairs of the Institute, except for certain matters reserved to the Council as described in the bylaws. The Executive Committee has primary responsibility for such oversight; however, the delegated authority is not exclusive and the Council continues to retain and may exercise all delegated authority. All members of the Executive Committee are members of the Council. Committee members include the President, First and Second Vice Presidents, Secretary, Treasurer, and Chair of the Council. F990_P06_S0A_L02 Form 990, Part VI, Section A, Line 2 The following directors have business relationships: Kim J. Askew and David K.Y. Tang are partners in the law firm of K&L Gates LLP; John H. Beisner and Sheila L. Birnbaum are partners in the law firm of Skadden, Arps, Slate, Meagher & Flom LLP; Roberta Cooper Ramo and Robert A. Stein serve on the board of directors of Educational Credit Management Corporation (ECMC), a nonprofit corporation; Lee H. Rosenthal and Anthony J. Scirica serve on the board of visitors of Duke University School of Law and David F. Levi is the dean of that school. The following officer and director have a business relationship: Lance Liebman and Elizabeth S. Stong serve on the board of trustees of the Practising Law Institute. F990_P06_S0A_L06 Form 990, Part VI, Section A, Line 6 There were 4,301 members as of 6/30/12. There are four classes of membership: elected members, life members, honorary members, and ex-officio members. All members have the right to vote on the matters described in Lines 7a and 7b. F990_P06_S0A_L07a Form 990, Part VI, Section A, Line 7a Institute members elect members of the governing body from the Institute's membership at the annual meeting of the membership. All Institute members, regardless of class of membership, are eligible to vote. F990_P06_S0A_L07b Form 990, Part VI, Section A, Line 7b Publication of any work representing the Institute's position requires approval by both the membership and the governing body. In addition, the following matters require membership approval: Bylaw amendments; and any change in the maximum number of elected members of the Institute. All Institute members, regardless of class of membership, are eligible to vote. F990_P06_S0B_L11b Form 990, Part VI, Section B, Line 11b The Institute's governing body has delegated to the Audit Committee the responsibility to review the Form 990 before it is filed. The Form 990 (including all schedules) is prepared by management, reviewed by the Institute's independent auditor and outside legal counsel, and provided to all members of the Committee for review before the filing deadline. Committee members then may raise any questions they may have at the Committee's meeting or anytime by phone or email. F990_P06_S0B_L12c Form 990, Part VI, Section B, Line 12c The Institute's conflicts of interest policy applies to officers and members of the Council and Audit and Investment Committees. The policy requires disclosure of actual or potential conflicts of interest and all material facts to the President or Chair of Council prior to participating in discussion, consideration, or action on a transaction or arrangement under consideration. If there is a question as to whether a conflict of interest exists, the question is resolved by a vote of the Council or Executive Committee, as applicable, in which the interested individual may not vote. Interested individuals may not be present during, or participate in, the consideration or action on the transaction or other arrangement. Key employees are covered by the conflicts of interest provisions in the Institute's Code of Conduct for Employees. Those provisions require disclosure of any conflicts of interest to an executive staff member or officer identified in the Code. If warranted, appropriate action will be taken; for example, the employee might be excluded from involvement in the relevant matter. All persons to whom the conflicts of interest policy applies, as well as key employees, also must disclose any actual or potential conflicts of interest through an annual disclosure process via a disclosure questionnaire. Any conflict-of-interest disclosures in the completed questionnaires are reviewed by the Audit Committee. If the Audit Committee determines that an actual or potential conflict of interest exists, it recommends an appropriate remedy to the President or Chair of Council. If the President or Chair of Council is the person who has the actual or potential conflict of interest, the Audit Committee makes its recommendation to the Executive Committee. F990_P06_S0B_L15 Form 990, Part VI, Section B, Line 15 The Executive Compensation Subcommittee of the Institute's Executive Committee annually reviews and makes recommendations to the Executive Committee concerning the compensation of the ALI Director, ALI Deputy Director, ALI CLE Executive Director, ALI CLE Deputy Executive Director, ALI CLE Director of Audio and Video Special Projects, and other staff in accordance with the Institute's Executive Compensation Policy. The process was last undertaken for these persons in the fiscal year ended June 30, 2012. F990_P06_S0C_L19 Form 990, Part VI, Section C, Line 19 The Institute's governing documents, conflicts of interest policy, and annual report containing financial statements are available to the public on the Institute's website, www.ali.org. F990_P08_S00_L05 Form 990, Part VIII, Line 5 On the 2011 Form 990, ALI determined that the revenue from the electronic and print delivery of its program content is directly related to ALI's tax-exempt purpose. As such, this revenue, which in prior years was reported on line 5, is now included in Program Service Revenue, lines 2a - 2c. F990_P11_S00_L05 Form 990, Part XI, Line 5 Net unrealized losses on investments were $1,569,225 and the transfer to ACLEA was $49,600. American Law Institute Publishers 610 Opperman Drive Eagan MN 55123 416164506 Publishes law books. MN N/A Related 2625004 1308458 0 0 0.75 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 1 American Law Institute Publishers p 460536 From actual invoice totals. American Law Institute Publishers q 230878 Total of invoices paid. American Law Institute Publishers r 2625000 Distribution of net income from American Law Institute Publishers. SchR_P05_S00_L01p Schedule R, Part V, Line 1p Cost of editorial time reimbursed by American Law Institute Publishers to American Law Institute was $460,536. SchR_P05_S00_L01q Schedule R, Part V, Line 1q Cost of sales reimbursed by American Law Institute to American Law Institute Publishers was $230,878. SchR_P05_S00_L02 Schedule R, Part V, Line 2 Distribution of net income to American Law Institute from American Law Institute Publishers was $2,625,000.