Rose Chan Loui joined the UCLA Law Program on Philanthropy and Nonprofits full-time in December 2022 after practicing law at Rodriguez Horii Choi & Cafferata, LLP, one of the country’s leading nonprofit law firms.

She started her legal career at Latham & Watkins in Los Angeles, working in both litigation and tax. Experienced in for-profit matters as well, she then worked in-house at ARCO, where she honed her tax controversy skills on significant federal tax matters at all levels before the Tax Court, U.S. District Court, and Claims Court. She also founded the tax controversy practice of Deloitte’s Los Angeles Office.

Chan Loui brought with her a wealth of nonprofit expertise, along with creativity, strategic vision, and a collaborative approach. In her practice, Chan Loui advised charitable organizations, nonprofit founders, and for-profit corporation engaging with nonprofit entities. Her particular expertise lies in guiding nonprofit organizations in structuring and implementing advocacy and lobbying initiatives. Including ballot measure campaigns in collaboration with charitable organizations and foundations. She has also spent much of her career representing nonprofits, businesses, and individuals in federal and state tax laws. Chan Loui received her bachelor’s degree, with distinction, from Stanford University, where she majored in communications and international relations, and her law degree from New York University, where she was an editor of the NYU Law Review. She is a member of the Bar of the State of California.

Chan Loui been active on the boards of numerous nonprofits throughout her career and has been honored for her volunteerism, including with the Governors’ Award by her alma mater, Stanford University, and by her community, La Canada Flintridge, with the Spirit of Outstanding Service Award. She serves as board chair of East West Players, the nation’s premier Asian American theater. Ms. Chan Loui’s current board commitments also include The Mayor’s Fund for Los Angeles, the Chronicle of Philanthropy, and Stanford Club of Pasadena. 

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EDUCATION

New York University School of Law, J.D. 1986

Note and Comment Editor, New York University Law Review

Stanford University, B.A., with distinction, 1982.

Majors in Communications (Journalism) and International Relations

Minor in English

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UCLA LAW POSITIONS

Lowell Milken Center for Philanthropy and Nonprofits.

Founding Executive Director. October 2023-Present

Program on Philanthropy and Nonprofits, Lowell Milken Institute on Business Law and Policy.

Director, October 2022-October 2023.

As the senior staff member of the Center (formerly the Program), responsible for designing and implementing all programs and operations. The mission of the Center is to deepen the understanding of the philanthropic and nonprofit sector and to promote solutions to its problems through education, thought leadership, and scholarship.

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PREVIOUS LAW-RELATED EMPLOYMENT

Rodriguez Horii Choi & Cafferata, LLC, Los Angeles, California.

Of Counsel, 2011-2022.

Nonprofit Law Representative Matters:

• Representation of clients in formation and application for tax-exemption of nonprofit entities that included nonprofit newspapers, a historical building organization, arts organizations, economic equity and racial justice organizations, and religious organizations.

• Consulting regarding structure and operations of various types of nonprofit entities, including private foundations making grants to foreign charities, 501(c)(4)s affiliated with 501(c)(3)s, and 501(c)(6) membership organizations.

• Review of nonprofit clients’ advocacy work and communications. Significant projects include structuring the advocacy and educational communication campaigns relating to ballot measures and advising clients regarding the funding of such campaigns.

• Projects for several private foundations to revise their grant agreement templates in order to achieve a better balance between accomplishing grantor purpose and allowing grantee flexibility.

• Advice and compliance support relating to nonprofit activities encompassed by the Foreign Agents Registration Act.

• As part of a complex transaction, structured the contribution of a limited liability corporation by a for-profit entity to a public charity through the use of a new supporting organization.

• Conducted workshops and seminars for public charity and private foundation boards of directors, board advocacy committees, government affairs departments, and grant personnel regarding legislative lobbying and political campaign laws.

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Tax Controversy Representative Matters:

• Advised corporate client in guiding multiple employees being separately audited by the IRS on the ground that the employees’ charitable contributions of company stock constituted assignment of income.

• Defended individual taxpayers in significant audit related to tax consequences of sales of stock and succeeded in persuading the FTB that complete withdrawal of the issue was the correct result.

• Defended individual taxpayer in FTB audit regarding trader status and application of the mark-tomarket rules, which resulted in the FTB dropping the audit.

• Represented individual taxpayers in FTB audit relating to residency and income sourcing issues, resulting in a significantly reduced assessment.

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Deloitte & Touche. Los Angeles, California.

Senior Tax Manager, Co-founder, Pacific Southwest Tax Controversy Group, 2003-2005.

• Advised large and mid-sized clients on all aspects of IRS Examination and Appeals.

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Atlantic Richfield Company. Los Angeles, California.

Senior Tax Attorney, Federal Income Tax Controversy Group, 1992-2003.

• Represented the company through IRS examination phase, at IRS Appeals, in Tax Court, and in district court on a wide range of federal tax issues.

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Latham & Watkins, Los Angeles, California.

Associate, 1986-1991. Tax Department, 1987-1991. Associates Committee, 1987-1989.

• Tax experience encompassed transactional advice, drafting of ruling requests, federal and state tax controversy work, and advice to tax-exempt organizations. As a second- and third-year associate, served on the Associates Committee, which evaluated associates, assigned work to youngest associates, and determined year-end bonuses.

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Paul Weiss Rifkind and Wharton, New York, New York.

Summer Associate, 1985.

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PUBLICATIONS

• Chan Loui and Horwitz, “Open AI and its Neglected Purpose,” Bloomberg Law (January/February 2025), pending publication.

• Aprill, Horwitz, Chan Loui, “Legal complications await if OpenAI tries to shake off control by the nonprofit that owns the rapidly growing tech company,” The Conversation (November 20, 2024).

• Chan Loui, "Open AI's structure raises questions about protecting its charitable mission", Los Angeles Daily Journal (August 20, 2024).

• Chan Loui, “The Foreign Agents Registration Act: Noncompliance Could be Costly,” Taxation of Exempts (July/August 2024).

• Aprill, Chan Loui, Horwitz, “The Untold Nonprofit Story of OpenAI”, The Columbia Law School Blue Sky Blog (March 2024).

• Aprill, Chan Loui, Horwitz, “Board Control of a Charity’s Subsidiaries: The Saga of OpenAI” - Viewpoint, Tax Notes Federal (Volume 182, January 8, 2024).

• “The Foreign Agents Registration Act and Tax Exempts: It May Apply to You” — Taxation of Exempts (May/June 2020).

• “California Fights to Unmask Donors” — Special Report, The Exempt Organization Tax Review (Volume 71, Number 2, February 2013).

• Update Co-Author, Continuing Education of the Bar, Advising California Nonprofit Corporations, Chapter 22, “Suspension, Forfeiture, and Revocation of Tax-Exempt Status.”

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RECENT AND UPCOMING PRESENTATIONS:

• Conference Chair, “2ⁿᵈ Annual Conference: Crafting a Thriving Nonprofit Arts Sector,” Lowell Milken Center for Philanthropy and Nonprofits, UCLA Law (May 2025).

• Conference Chair, “Nonprofits and Artificial Intelligence,” Lowell Milken Center for Philanthropy and Nonprofits, UCLA Law (April 2025).

• Speaker, “Foundation Basics,” The Aspen Institute Artist Endowed Foundations Initiative, 2025 Seminar on Strategy (March 2025).

• Planning Committee; Panelist, “The Challenges of For-Profit/Nonprofit Structures”, 28ᵗʰ Western Conference on Tax-Exempt Organizations (February 2025).

• Organizer, “Sowing the Seeds of Generosity: Maximizing the Benefits of Philanthropic Giving,” Lowell Milken Center for Philanthropy and Nonprofits and Lowell Milken Institute for Business Law and Policy, UCLA Law (November 2024).

• Developed and taught workshop, “Effective Nonprofit Board Leadership,” UCLA Law (Fall 2024).

• Organizer/Panelist, “OpenAI: Nonprofit in Name Only,” Business Law Breakfast, Lowell Milken Center for Philanthropy and Nonprofits and Lowell Milken Institute for Business Law and Policy, UCLA Law (October 2024).

• Moderator, Career Panel Series: Careers as University Counsel (October 2024).

• Moderator, Panel discussion on “Legacy of Nonprofits and Philanthropy,” Arts for LA State of the Arts Summit (October 2024).

• Organizer/Moderator, “Nonpartisan Advocacy: How 501(c)(3)s Can Educate and Advocate During Election Season” (October 2024).

• Moderator, “Career Panel Series: Nonprofit Practice at Law Firms” (September 2024).

• Speaker, “OpenAI Structure and Governance,” American Bar Association Real Property Trust and Estate Law Section (July 2024).

• Moderator, “Nonprofit Leadership Panel,” The Modern C-Suite Conference: Navigating AI and Technology, UCLA Law Executive Education Program (June 2024).

• Organizer, “Philanthropy, Business, Government and the Homelessness Crisis,” featuring Los Angeles Mayor Karen Bass (May 2024).

• Moderator, “Bruin Bite: The Role of General Counsel in a Nonprofit Organization,” UCLA Law Executive Education Program (April 2024).

• Organizer, “1ˢᵗ Annual Conference: Crafting a Thriving Nonprofit Arts Sector,” An Arts Convening featuring National Endowment of the Arts Chair Dr. Maria Rosario Jackson in conversation with Richard Tate, CEO, California Wellness Foundation, and Kristin Sakoda, Director of the Los Angeles County Department of Arts and Culture, Lowell Milken Center for Philanthropy and Nonprofits, UCLA Law (February 2024).

• Presenter, Workshop on Advocacy, “Crafting a Thriving Nonprofit Arts Sector,” Lowell Milken Center for Philanthropy and Nonprofits, UCLA Law (February 2024).

• Planning Committee Co-Chair; Panelist, “International Hot Topics”; Planner, “Can Nonprofits Save Journalism?” 27ᵗʰ Western Conference on Tax-Exempt Organizations (January 2024).

• Organizer/Moderator, “The Business of Giving: Considerations for Donors and Charities When Giving and Accepting Business Interests” with Speaker David Shevlin, Head of Nonprofit Law Practice, Simpson Thacher & Bartlett, Lowell Milken Institute on Business Law and Policy 10-Year Anniversary (October 2023)

• Guest Lecturer, Nonprofit Law and Policy Class, UCLA Law (Fall 2023).

• Moderator, Career Panel: “Lawyers in Nonprofit Arts,” UCLA Law Program on Philanthropy and Nonprofits (October 2023).

• Moderator, Career Panel: “Lawyers at Foundations,” UCLA Law Program on Philanthropy and Nonprofits (September 2023).

• Organizer/Panelist, “The ‘Gift’ of a Business,” Western Region Planned Giving Conference (May 2023).

• Guest Lecturer, “Basics of a 501(c)(3),” Colburn Conservatory School of Music, Graduate Student course on “Music and Philanthropy” (2023).

• Organizer/Moderator, Panel on “Nonprofit Boards,” Lowell Milken Institute on Business Law and Policy (2023).

• Panelist, “Fiduciary Duties,” 26ᵗʰ Western Conference on Tax-Exempt Organizations (December 2022).

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IN THE MEDIA

• Dworetzky, “Oakland judge postponed suit against OpenAI even as interest in the case gathers,” Bay

City News, Local News Matters, https://localnewsmatters.org/2025/01/15/oakland-judge-postponed-musk-suit-against-openai-even-as-interest-in-the-case-gathers/ (January 17, 2025).

• R. Wiblin and K. Harris, 80,000 Hours Podcast, Episode #209, “Rose Chan Loui on OpenAI’s Gambit to ditch its nonprofit”, https://80000hours.org/podcast/episodes/rose-chan-loui-openai-breaking-free-nonprofit/

• Bye, “Is OpenAI Being Fair to its Nonprofit?” Transformer (October 21, 2024), https://www.transformernews.ai/p/open-ai-non-profit-valuation

• Keenan and Howley, “The big winner if OpenAI becomes a for-profit business? Microsoft,” Yahoo Finance (October 5, 2024), https://finance.yahoo.com/news/the-big-winner-if-openai-becomes-a-for-profit-business-microsoft-150951354.html?src=rss&ncid=twitter_yfsocialtw_l1gbd0noiom

• Bowermaster, “Fearless Fund Ruling Could Challenge Business As Usual For Foundations” (June 12, 2024), https://www.forbes.com/sites/davidbowermaster/2024/06/11/fearless-fund-ruling-could-challenge-business-as-usual-for-foundations/

• NBCLA 4, “Here's what nonprofit expert says about Harry and Meghan's charity,”(May 13, 2024), https://www.youtube.com/watch?v=jfPcJaoRP5E

• CNBC Squawkbox, “Elon Musk could face an uphill battle regarding his standing in the case: UCLA Law’s Rose Chan Loui” (March 4, 2024), https://www.cnbc.com/video/2024/03/04/elon-musk-could-face-an-uphill-battle-regarding-his-standing-in-the-case-ucla-laws-rose-chan-loui.html

• Gerda, “Nonprofit led by OC supervisor's daughter failed to submit required audits for millions in spending, records show”, LAist (December 18, 2023), https://laist.com/news/politics/orange-county-taxpayer-money-andrew-do-viet-america-society-warner-wellness

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COMMUNITY LEADERSHIP

Current Activities:

East West Players. Los Angeles, California.

Board Chair, 2021-Present; Executive Committee Member, ca. 2018-Present; Director, 2017-Present

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Mayor’s Fund for Los Angeles. Los Angeles, California.

Board Member; Finance and Audit Committee; Nominations & Governance Committee. 2023-Present.

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Chronicle of Philanthropy. Washington, District of Columbia.

Board Member; Finance and Audit Committee. 2023-Present.

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Stanford Club of Pasadena. Pasadena, California.

Board Member. ca. 2016-Present. Board Co-Chair. 2019-2022.

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Stanford Class of 1982:

Class Correspondent. 2020-Present. 40ᵗʰ Reunion Co-Chair. 2021-2022. 20ᵗʰ through 40ᵗʰ Reunions, Major Gifts Committee, Reunion Planning Committee

Additional Stanford University Activities:

• Admitted Students Reception Panel, Parent Speaker (2019). Admissions Alumni Interviewer, 2017-Present.

• Stanford Professional Women, Member (to Present) and Former Board Member (late 1980s). Stanford

• Asian Pacific American Alumni Club, Member.

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Previous Activities

New York University School of Law

Class of 1986 35th Reunion Committee.

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Episcopal Communities and Services

Board Member, 2021-2022.

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Weingart Center

Gala Committee, 2017-2019.

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Twelve Oaks Foundation

President. 2019-2021. Board Member, 2015-2022.

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National Charity League-Glendale Chapter

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Twelve Oaks Defense Committee, 2013-2015.

President. 2013-2014. VP-Philanthropy, 2012-2013. Parliamentarian, 2011-2012. Member, 2010-2016. Sustaining Member, 2016-Present.

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Lineage Dance Company

Board Member.

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Flintridge Preparatory School

Trustee. 2008-2014. Chair of Trustee Committee, ca. 2012-2014.

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Flintridge Preparatory School Parent Association

Positions included President; VP-Gala; Secretary; Class Parent. 2002-2014 Community Scholarship Foundation of Loa Canada VP-Scholarships.

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Palm Crest Elementary School Parent-Teacher Association

Officer positions included President and Secretary.

Volunteer positions included Art Docent and Student Newspaper Advisor.

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Palm Crest Elementary School Site Council

Chair.

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La Canada Flintridge Educational Foundation

Positions included President and VP-Benefit, 1995-2002.

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Southern California Chinese Lawyers Association

Board Member. ca. late 1980s to mid-1990s.

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SERVICE AWARDS

Stanford University Alumni Association.

Governor’s Award (2024). Award of Merit (2023).

Stanford Associates (honorary association).

La Canada Flintridge Educational Foundation.

‍Spirit of Outstanding Service Award (2011).

La Canada Unified School District Parent Teacher Association.

Service Award.

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