Tax-Exempt & Charitable Organizations

Overview

The Tax-Exempt & Charitable Organizations industry team has a national practice that represents a variety of clients 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, as 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.
  • 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.

Experience

  • Achieved a complex merger of two long-standing non-profits that involved multimillion-dollar combined operations. The team resolved a myriad of legal issues, including corporate, real estate, environmental, and tax filing matters.
  • Handled the negotiation and execution of a multi-million dollar gift from an ultra-high-net-worth family to a national medical organization. This planned giving involved a complicated insurance transaction and large naming opportunity.
  • Represented a charitable organization and an affiliated leverage lender in closing three phases of New Markets Tax Credit (“NMTC”) subsidized loans for a $100+ million facilities expansion. The total amount of NMTC-subsidized debt through the three phases was $54 million and involved three unrelated community development entity lenders and three different NMTC investors.
  • Structured a method of reporting a tax-exempt organization’s transactions for tax purposes which allowed one of the largest tax-exempt organizations in New York State to comply with federal and state regulatory agencies in delivering services to its target constituents while avoiding any negative impact on its exempt status and the imposition of any sales or use tax on the services provided. Approval for this structure was successfully obtained from both the IRS and the New York taxing authorities.
  • Negotiated a multi-million dollar gift to a nationally-known medical college from a major non-profit organization. Representing the medical college, the work involved a detailed gift agreement regarding the establishment of a new center at the medical college, including providing for detailed goals and benchmarks requested by the donor and donee organizations.
  • Successfully obtained tax-exempt status for large national public charities on numerous occasions, including one such entity after extensive negotiations with the IRS regarding the charity’s relationship with a for-profit company and another such entity that was a successor to a for-profit entity.
  • Created and implemented an innovative solution for the administration of a private foundation, about whose charitable goals the children of the foundation’s creators had differing ideas. The team handled the division of the private foundation into separate foundations, one for each child to control. The team has since assisted the new foundations with a variety of regulatory and administrative matters, including advising the new foundations on private foundation jeopardy investment rules.

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