We represent nonprofit organizations involved in reorganizations, including mergers and membership changes, as well as with restricted funds issues, before the applicable attorney general and Orphan’s/Probate Court. With a member of our team having served on the Panel of the Nonprofit Sector’s Governance Work Group, we are able to advise directors on evolving best practices and fiduciary duties. Our lawyers also advise on state laws affecting investments and endowments, including the Prudent Investor Act and UPMIFA.

We have extensive experience representing private foundations, including some of the largest in the country, with hands-on experience in all aspects of the Chapter 42 excise taxes. Our lawyers have been early proponents of program-related investments, for example investment funds, partnerships among foundations and joint ventures. We have also convinced the IRS that the excise tax on net investment income should not apply to distributions from a charitable lead trust to a private foundation, structured the relationships between family offices and family foundations and counseled corporate foundations on the relationship between the corporation to preclude self-dealing, reviewed alternative investments for numerous private foundations to ensure compliance with the jeopardizing investment rules, among other issues and leveraged our deep familiarity with the taxable expenditure rules and advised private foundation clients on scholarship and award programs, permissible advocacy in light of lobbying restrictions, and political campaign activity – especially having been intimately involved with presidential campaigns for private foundation clients.

In addition, we represent a vast array of public charities, including large universities, small colleges, hospitals and health care systems, museums, performing arts organizations, social service agencies, community foundations and other donor-advised fund entities. In doing so, we have assisted in determining public charity status – analyzing unusual grants and requesting determinations of unusual status; advised on donor-advised funds on compliance and formation; structured acquisitions in a manner that protected the exemption of the entities involved; advised on protecting the tax-exempt nature of outstanding bonds, with particular experience dealing with commercially sponsored research in a university setting; handled unrelated business income tax issues, with a focus on finding a structure that works economically while not generating tax for our exempt clients – all while diligently working to challenge and effect change in the exempt health care environment, specific to Medicare, Medicaid and private payor patients.

We represent a diverse group of trade associations exempt under section 501(c)(6) in developing affinity and other intangible asset licensing agreements to ensure that revenue is treated as nontaxable royalties, as opposed to unrelated business taxable income. We also assist in creating for-profit subsidiaries, advising associations on member services and defending associations in audits, particularly with respect to unrelated business taxable income.