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Practices

Tax-Exempt Organizations Practice

The Tax-Exempt Organizations Practice Group is comprised of attorneys from many of the firm’s other practice groups who have pooled their experience to serve our tax-exempt clients. We offer complete legal services to all kinds of tax-exempt organizations, such as museums, hospitals, social service providers, churches, social clubs and trade associations. We also counsel private family and other grant-making foundations.
 
Our goal is to help our tax-exempt clients operate smoothly, efficiently and creatively. We assist our clients with both matters that are specific to tax-exempt organizations and matters that generally affect all organizations, in each case bringing our knowledge of the particular issues and concerns of the non-profit sector to the matter at hand. We also keep our clients, and the service professionals who advise them, updated on changes and new developments in the law and the non-profit sector. 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 service and ongoing advice at a reasonable cost.
 
Representative Areas of Practice
 
Creating New Tax-Exempt Entities: We advise clients as to the form, structure, location and purposes of new tax-exempt organizations. We can efficiently organize a new entity, obtain tax exemption and achieve compliance with initial registration and filing requirements. We believe a client’s future success begins with a proper organizational foundation.
 
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.  
 
Our representation does not end with an organization’s formation. We also advise our clients on managing their growth and achieving their program goals. 
 

We have represented the New York Foundation for the Arts for many years, helping it grow into one of the largest and most sophisticated artist support organizations. In recent years, NYFA has expanded its operations nationally, and we are currently advising NYFA on the possible expansion of its projects into Central America, China and beyond.

Structural Changes: We help our clients create both for-profit and non-profit subsidiaries, acquiring and disposing of significant assets and fundamental corporate changes, such as reorganizations, mergers and dissolutions. This work requires broad experience with tax, regulatory and corporate legal issues. Operating organizations also typically benefit from our employment, real estate and other specialized advice.
 

We represented the National Association for Autism Research, Inc., an organization with offices, activities and affiliates in the U.S. and abroad, with its merger into Autism Speaks Inc., a process which required full corporate due diligence as well as the preservation of its mission and activities.

We continue to assist the Community Development Venture Capital Alliance with its promotion of community development venture capital through conferences and workshops. We also advise on the equity investments made by CDVCA funds in businesses in underdeveloped markets. CDVCA investments seek market-rate returns and the advancement of the livelihoods of low income persons and the economics of distressed communities through the creation of good jobs, wealth and entrepreneurial capacity.   

Tax Issues: Our tax attorneys are conversant with both state and federal tax issues of exempt organizations, including: obtaining and keeping the tax exemption; questions about unrelated business income; real estate and sales taxes; compliance and disclosure requirements; interpretation and advice on tax aspects of fund-raising and business or political activities or transactions; grant-making due diligence; and audits, penalties and sanctions.

We have assisted U.S. private foundations in making and monitoring grants totaling more than $50 million directly to Israeli charitable institutions while satisfying tax compliance rules.

We counseled four prominent New York City clubs in connection with the proposed or actual sale of their “air rights.” 

Regulatory and Compliance Issues: In many regulated areas, we are experienced in the requirements for federal and state filings and interstate activities, and counsel our clients on a variety of compliance matters. For example, against a background of increased federal scrutiny over the potential for the diversion of charitable funds to support money laundering and other illegal activities, we have advised a number of our clients on the best practices to follow to prevent their funds from being diverted for improper or illegal purposes.
 

Governance Issues: We have a special interest in the governance requirements of non-profit corporation and charitable trust laws. We advise on the fiduciary responsibilities of directors, trustees and managers, including their institutional, public and financial duties. We assist our clients in reviewing and updating their governance policies and procedures, and we offer our clients guidance in problem-spotting and avoidance, dispute resolution, leadership succession and the special problems affecting family foundations.

With the recent adoption of the New York Prudent Management of Investment Funds Act (NYPMIFA), we have been counseling our New York clients on the new prudent investor standards and other rules affecting the investment, management and accessibility of their investment funds, including their endowment funds. 

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 and 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 of gifts, bequests and trust distributions. 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 residing 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. 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 our client’s controversies, both within the organization and with outsiders, in a manner that avoids unnecessary costs, any escalation of the dispute and the diversion of time and human resources from the organization’s mission. On the other hand, when litigation is appropriate, the firm’s Litigation Practice Group represents our clients in civil matters in all courts, including Surrogates and Probate Courts.
 

Real Estate and Environmental Issues: 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, construction law, landmark and historic preservation, conservation, environmental regulation, responsible development and community relations, condemnation issues and real estate taxes.

We represented a tax-exempt organization in the sale of a trophy property in midtown Manhattan for more than $150 million.

We continue to represent the Regional Greenhouse Gas Initiative, Inc., established to assist the 10 states forming part of the Regional Greenhouse Gas Initiative to reduce greenhouse gas emissions in New England, New York, New Jersey, Delaware and Maryland through a regional cap and trade system.  

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.
 

Intellectual Property: The firm’s Intellectual Property Practice Group advises on trademark and copyright laws, as well as the evolving issues raised by new products, services and technologies and the protection of legal rights 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. 

Financing: We are experienced in both public and private financing of tax-exempt organizations. Additionally, 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.
 
Representative Clients
Our clients include the Andy Warhol Foundation for the Visual Arts, Blanton-Peale Institute, Beth Abraham Health Services, Collegiate Church, Storm King Art Center, Museum of American Finance, Comprehensive Care Management Corporation, New York Institute of Technology, and The Pollock-Krasner Foundation.

Group Members:

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