Tax-Exempt & Charitable Organizations

We represent a variety of clients nationwide in the tax-exempt segment of the economy. Our clients include a wide range of tax-exempt organizations, including private foundations, trade associations, and large public charities such as international aid organizations, religious organizations, community foundations, arts organizations, social clubs, universities, historic preservation organizations, hospitals, and nursing facilities. We draw on a breadth of knowledge to assist our clients. Our attorneys have experience in tax, planned giving, corporate, litigation, intellectual property, labor and employment, real estate, healthcare, employee benefit, and immigration matters.

We counsel not-for-profit entities, including their officers and directors, on how to best fulfill their charitable mission and responsibilities to the organizations they serve. We work with exempt organizations to examine their governance structures in order to comply with new and evolving regulatory schemes and with individuals to ensure compliance with corporate policies, statutes, and codes of professional conduct with an eye toward taking appropriate steps proactively, that is, before government action or private litigation.

We have advised not-for-profit clients on the requirements of the Prudent Management of Institutional Funds Act, including the law relating to limitations on the expenditure of endowment funds, standards for the proper management and investment of institutional funds, the delegation of management and investment functions to outside advisors and procedures for lifting or modifying donor-imposed restrictions on the management, expenditure or use of institutional funds.

We provide counseling to clients on a broad range of conflicts and ethical questions, as well as on transactional and governance matters. We monitor client compliance with federal and state disclosure and filing requirements.

Our practice includes, among other areas, the following matters:

• Formation of tax-exempt organizations and assisting organizations in applying for exempt status under the Internal Revenue Code.
• Advising on corporate governance matters.
• Development of corporate policy statements.
• Litigation regarding contested bequests and restrictions upon bequests and endowments.
• Compliance with federal and state disclosure and filing requirements, including applicable tax filings, such as Form 990.
• Board committee composition, responsibilities, and conflicts policies.
• The fiduciary duty of officers, directors, and trustees and liability issues.
• Exempt organization tax matters, including advice on unrelated business taxable income, excess benefit transactions, and private foundation tax rules.
• Director/trustee and auditor independence.
• Corporate indemnification of officers and directors/trustees.
• Prudent Management of Institutional Funds Act.
• Director and officer liability insurance.
• Planned giving from both the donor’s and donee’s perspectives.
• The design and implementation of employee benefit plans, including welfare benefits, pension and 403(b) plans, and non-qualified 457 plans.
• Reorganizations, mergers and acquisitions, public/private partnerships, and joint ventures.
• Document retention.