The Tax-Exempt Organizations Practice Group includes attorneys who concentrate their practice in this area as well as attorneys from many of the firm’s other practice groups who have pooled their experience representing tax-exempt clients. We offer complete legal services to all kinds of tax-exempt organizations, including fund-raising charities, private foundations (corporations and charitable trusts), private operating foundations, arts-related foundations, museums, churches, hospitals and nursing homes, social services providers, a humane society, environmental groups, research institutions, donor-advised funds, and trade associations.
Our focus is to provide cost-effective legal advice to assist our clients to operate smoothly, efficiently and creatively, while assessing their risks and keeping their basic mission foremost. We are committed to keeping current on the law and other issues related to representing tax-exempt organizations. The members of our practice group frequently write and speak on topics that impact on tax-exempt clients and the other service professionals who advise them, and we provide routine updates to our clients. Because of our firm’s structure, clients are served by partners or other senior attorneys who have practical experience and ideas. As a result, we can provide the highest quality services and ongoing advice at a reasonable cost.
We assist our tax-exempt clients not only with activities that are specific to a not-for-profit organization, but also with general activities requiring a knowledge of and sensitivity to the particular issues and concerns of the not-for-profit sector.
Creating New Tax-Exempt Entities: The Tax-Exempt Organizations Group is experienced in advising clients as to the form, structure, location and purposes of new tax-exempt entities. We can efficiently organize a new entity, obtain tax exemption and comply with initial registrations and filing requirements.
We advised on the creation of the Laureus Sport for Good Foundation of America, an organization, which has a relationship with other Laureus Foundations throughout the world, and works with prominent athletes to make grants to projects using athletics to promote economic, social, educational and peace objectives. We also have created many “friends of organizations” which support projects of foreign charities. For U.S.-based organizations which conduct activities or fund projects abroad, compliance with federal and state regulations is critical to maintaining their tax exemption and ability to raise funds in this country.
Structural Issues: We assist our clients with creating both for-profit and non-profit subsidiaries, to reorganize, merge and dissolve. This work requires broad experience in tax, regulatory, employment and real estate legal issues, as well as business and financial advice provided by the firm’s Corporate Practice Group.
We represented the National Association for Autism Research, Inc. an organization with offices, activities, and affiliates in the U.S. and abroad in a transaction by which it will merge into Autism Speaks Inc., a process which required full corporate due diligence as well as the preservation of its mission and activities.
We represented The Vincent Astor Foundation from its formation in 1948 through its final dissolution in 2003. Our efforts on behalf of the Foundation in its final year marked the completion of a five-year plan to spend down its $26 million portfolio to zero through a series of grants. We successfully guided the Foundation through the IRS’s regulations for the termination of its existence and its status as a private foundation, and its final federal and state filings.
In response to its changing sources of support and an unexpected major gift, we helped the Japan International Christian University Foundation restructure itself into tax-effective entities to hold an endowment and solicit funds to be used abroad.
Tax Issues: Our tax attorneys are conversant with both state and federal tax issues of exempt organizations, including: the basic concerns of obtaining and keeping the tax exemption; questions about unrelated business income, excise, property and sales taxes; compliance and disclosure requirements; interpretation and advice on tax aspects of fund-raising, business or political activities or transactions; grant-making due diligence; and audits, penalties and sanctions. We have extensive experience assisting U.S. grant-making entities to make grants abroad.
We have assisted U.S. private foundations in making grants totaling more than $50 million directly to Israeli charitable institutions while satisfying tax compliance rules.
Within days of September 11, 2001, we volunteered to provide pro bono advice in establishing the Twin Towers Fund. We assisted in the Fund’s organization and tax exemption, and continued to provide legal and tax advice until the final distributions of its assets in 2003.
Regulatory and Compliance Issues: In regulated industries such as health care, we are experienced in requirements for state filings and interstate activities, fund-raising rules, antitrust concerns, financial reporting and government compliance. In many cases, we have a practical familiarity with the government agencies with which our client deals.
Governance Issues: Our practice group has a special interest in non-profit corporation and charitable trust law, and the fiduciary responsibilities of directors, trustees and managers, including their institutional, public and financial duties. We offer our clients assistance in problem-spotting and avoidance, dispute resolution, leadership succession and the special problems of family foundations.
We provide advice to the boards of charitable organizations concerning the duties of their trustees to diversify assets and have recently as a result of increased regulatory scrutiny of charities, been asked to undertake full governance audits of several organizations.
Employment Law: We offer non-profit organizations assistance with their pension and benefit plans, employee handbooks, employment contracts and employee reporting requirements, as well as with hiring, compensation, severance, anti-discrimination, disability and other workplace issues.
Charitable Giving: Our attorneys are experienced in planning for charitable giving from the perspective of both the donor and the recipient organization. The firm’s highly-regarded Trusts & Estates Practice Group is accustomed to designing sophisticated giving techniques and advising organizations on planned giving programs. We can also efficiently monitor the legal status and collection of gifts, bequests and trust distributions. What’s more, we are experienced in representing estate and trust beneficiaries, including tax-exempt organizations, in all types of situations, including disputes and litigations.
We assisted a U.S. citizen resident in the United Kingdom with a substantial gift to a major U.S. museum through a U.K. charity, subject to the condition that he maintain management control over the funds for a period of years, and hiring an investment adviser of his choosing. We coordinated the complex interaction of U.S. and U.K. tax laws to maximize the value of this client’s charitable deduction.
Dispute Resolution and Litigation: Our objective is to resolve controversies, both within the client organization and with outsiders, with a view towards avoiding unnecessary costs, an escalation of the dispute and the diversion of time and human resources from the organization’s mission. On the other hand, when litigation is the appropriate course, the firm’s Litigation Practice Group is experienced in representing clients in civil matters in all courts, including Surrogates and Probate Courts, where non-profit organizations often find themselves in a dispute.
Real Estate and Environmental Issues: The attorneys in the firm’s Real Estate and Environmental Practice Groups are well known for their creativity and success not only in sales and leases, but also in questions of land use, zoning, development rights, landmark and historic preservation, conservation, environmental regulation, responsible development and community relations, condemnation issues and real estate taxes.
We assisted the Museum of American Finance to negotiate a lease for its new premises at 48 Wall Street.
We assisted the Bronxville Historical Conservancy in selling an historical home in the Village of Bronxville subject to conservation restrictions, thus promoting the Conservancy’s purpose of furthering historical preservation while raising funds for its other projects. We also advised the Conservancy on ways to encourage Bronxville homeowners to consider related transactions.
Intellectual Property: Some of the attorneys in our group also practice in the firm’s Intellectual Property Practice Group and are experienced in trademark and copyright laws, as well as the evolving issues of new technologies, particularly the protection of legal rights in these new products both in the United States and abroad. In addition, the firm has an Art Law Practice Group and substantial experience in publishing matters.
We advised the NAACP Legal Defense and Educational Fund, Inc. on intellectual property matters in connection with its campaign commemorating the 50th anniversary of the Supreme Court’s Brown v. Board of Education school desegregation decision.
Government Financing: We provide advice and assistance for projects that depend on government financing and are part of regulated industries, such as hospitals, nursing homes, housing and medical research.
Areas of Distinction: Organizations that make expenditures or conduct activities abroad, private foundations law and foundations established by artists.
Representative Clients
Our clients include the American Farm School (Thessalonika, Greece), the Andy Warhol Foundation for the Visual Arts, Banana Kelly Community Improvement Association, Inc., Blanton-Peale Institute, Beth Abraham Health Services, Collegiate Church, the Museum of Comic and Cartoon Art, the Museum of American Finance, The National Audubon Society and The Pollock-Krasner Foundation.