Nonprofits

We have considerable experience in securing and maintaining tax-exempt status for nonprofit organizations and deal extensively with the Internal Revenue Code's provisions regulating unrelated business taxable income and debt-financed income.

Publicly Supported Charities

We represent tax-exempt religious, charitable and educational organizations on issues such as:

• Qualifying for and preserving exempt status
• Unrelated business income tax issues
• Intermediate sanctions rules
• Lobbying and political campaign activities
• Creation of taxable subsidiaries
• Tax and state regulatory issues associated with fundraising and links with corporate sponsors
• Corporate governance
• State charity and nonprofit corporation laws
• Compliance with charitable trust and solicitation laws
• Sarbanes-Oxley Act spillover into nonprofit world
• Employment issues
• Real estate transactions
• Executive compensation
• Retirement programs and health care
• Mergers and acquisitions, divestitures and other commercial transactions
• Counseling organizations on taxable activities and tax-exempt status

Our lawyers have obtained determination letters for our exempt organization clients from the IRS. We also advise our charitable clients on complex organizational matters — for example, structuring for a major national public charity, the merger of its multistate affiliates into the charity’s national organization.

Foundations

Our lawyers have organized and assisted many small, medium-sized and large private foundations. We have also represented numerous corporate-sponsored foundations, including bank-sponsored foundations and scholarship foundations. Our lawyers often advise clients regarding IRC provisions that relate specifically to private foundations, including the self-dealing and other excise tax provisions under Chapter 42.

Health Care

We offer a full range of legal services to nonprofit health care systems and hospitals, insurers, managed care companies, physicians and physician groups and other health care facilities and businesses. Our broad experience in both corporate health care and insurance regulation enables us to deal effectively with the continuously changing roles of payors and providers. We provide counsel on:

• Tax-exempt bond financing
• IRS compliance checks and audit initiatives
• IRC § 501(c)(3) tax issues
• Trustee liability and fiduciary obligations
• Nonprofit corporate structuring to comply with IRC § 501(a)
• Avoidance of penalties under the "private inurement" and "private benefit" doctrines
• Intermediate sanctions for excess benefit transactions
• Insurance "seasoning" requirements for newly formed nonprofit organizations
• Unrelated business income tax
• Nonprofit corporate governance and compliance
• Internal and external investigations and defense of regulatory and criminal proceedings

Trade Associations

We represent trade associations and professional societies in the insurance, health care, construction, manufacturing and other business sectors. These clients are advised on a wide range of tax-related issues, including:

• Obtaining and maintaining tax exemption
• Unrelated business income tax
• Lobbying and the proxy tax planning for and forming taxable subsidiaries
• Antitrust
• Intellectual property
• Mergers, acquisitions, sales divestitures and other commercial transactions
• Information sharing programs
• Certification programs and standards

Finance

Lenders and nonprofit organizations that want to tap capital markets through tax-exempt bonds or taxable securities come to us for our creative and cost-efficient solutions. Lenders can provide letters of credit offering credit enhancement and lower costs to nonprofit borrowers. We have represented numerous universities, cultural institutions and social services agencies directly in bond issuances and helped them determine which bond issuer to use, which projects could be financed and understand what the process entails. We have also represented nonprofit borrowers in swap transactions.

Director and Officer Liability

We frequently counsel our nonprofit clients on coverage and liability issues for directors, trustees and officers of nonprofits regarding their duties and liabilities under state and federal law. We also advise on issues related to indemnification under corporate bylaws and coverage under directors' and officers' insurance policies.

Religious Organizations

We have a great deal of experience in representing religious organizations, including educational institutions, social service organizations, radio networks, hospitals, religious orders, religious denominations and religious entities that band together to provide for liabilities on a common basis. Examples of such entities we have been involved with include risk pooling organizations for the protection of property, and retirement and health programs for employees and ministers of religious organizations.

Litigation

We regularly represent nonprofit and tax-exempt clients in litigation involving regulatory enforcement issues, commercial disputes, fiduciary claims, charitable trust, charitable solicitations, Attorney General regulatory issues, corporate conversions, corporate governance and compliance, trustee liability and tax and tax-exemption matters.