NONPROFIT

Leaders In Non-Profit Representation
Our firm is distinguished by our commitment to help non-profit organizations grow, prosper and fulfill their missions. Our preeminence in the non-profit arena is the result of years of relationship-building and innovation.

Practical Advice and Strategies
We combine creative, aggressive, results-driven legal strategies with a steadfast commitment to our clients’ social causes: health care, human services, affordable housing, anti-poverty, low-cost lending and education. We provide the kind of sophisticated, practical advice that is essential to the success of our non-profit clients.

Attractive Fee Structure
We recognize that to succeed in the face of complex financial and legal challenges, our communities’ most vital institutions must have access to the highest caliber legal talent within a reasonable fee structure. We offer a rate structure to our non-profit clients that enables them to obtain the services of our experienced lawyers for less than they would pay for junior associates at firms providing similar levels of expertise.

Long-Standing Relationships
We represent a wide range of human and social service agencies, anti-poverty organizations, non-profit health care organizations, hospitals, educational institutions, and cultural organizations. We serve as trusted advisors and strategists to our clients. Our long-term relationships with our non-profit clients give us historical insight and a unique ability to help organizations in this critical sector formulate and achieve their visions.

Broad Range of Services
As a full-service firm, we are able to assist clients with their full range of operations, including real estate acquisitions, financings, and leases; tax-exempt, tax-credit and conventional financing transactions; and labor and employment matters. Our hallmark is assisting clients that operate in heavily regulated environments, including health care organizations and educational institutions. As needed, we have also assisted clients in litigation to preserve their rights and entitlements, and to defend them against thirty-party claims.

Our non-profit practice includes:

• Organizational Matters
  • Formation and tax exemption — Assisting clients in selecting the form of entity, and creating and documenting organizational structure; qualifying for exemption from income, sales and real estate taxes; and establishing public charity or private foundation status and complying with associated requirements.
  • Conflicts of interest and excess benefits — Preparing conflicts of interest and conflicts disclosure policies and procedures for employment arrangements and other transactions with insiders.
  • Board governance and training — Advising board members on their fiduciary duties and liabilities, good corporate practices and recordkeeping; assuring legal compliance; assisting organizations in avoiding liability; and reviewing D&O insurance policies.
  • Mergers, acquisitions and affiliations — Negotiating and documenting mergers, acquisitions and other types of corporate and contractual affiliations.
  • Insolvency, receivership and dissolution — Serving as appointed receiver for struggling organizations; representing struggling organizations and their receivers; and counseling organizations in winding down their operations and dissolving.
• Fundraising Issues and Financing
  • Charitable solicitation regulation — Complying with applicable federal and state laws regarding charitable solicitation and providing guidance regarding deductibility.
  • Gift documentation requirements and policies — Assisting with grant, sponsorship and bargain sale policies and arrangements; establishing donee qualifications for grants; and providing public support status opinions.
  • Endowment issues and planning — Assisting clients in creating, using and managing endowments, and in developing investment policies.
  • Financing — Representing borrowers and lenders in conventional, tax exempt and tax credit financings.
• Operations
  • Joint ventures — Structuring joint ventures with for-profits and negotiating and documenting strategic alliances among non-profits.
  • Commercial and entrepreneurial activities — Counseling clients on their commercial activities, for profit subsidiaries and unrelated business income issues, and avoiding prohibited private business use of bond-financed property.
  • Volunteers and internships — Providing guidance on the use of volunteers and interns, and assistance with policies and procedures.
  • Grantmaking — Counseling clients with respect to their grantmaking and monitoring, and their fiscal sponsorship of other programs and organizations.
  • Executive compensation and employment — Assisting clients in setting executive compensation; negotiating and drafting employment and severance agreements; drafting IRC Section 457(b) and 457(f) plans; and counseling clients on IRC Section 409A and 4960 issues.
  • Contracts and licenses — Negotiating and drafting contracts and intellectual property licenses.
  • Data privacy — Advising organizations on their obligations with respect to data privacy.
• Regulatory Compliance
  • Federal, state and local reporting requirements — Helping clients to comply with registration, public disclosure and ongoing reporting and filing requirements under federal, state and local law.
  • Advocacy — Guiding clients on advocacy, lobbying and political activities in compliance with federal and state law.
  • Federal tax exemption compliance — Providing advice with respect to unrelated business activities, and the “intermediate sanctions” rules.
  • Practice before the Attorney General — Gaining approval for asset transfers and dissolution, and access to restricted funds.
  • Practice before the Internal Revenue Service — Assistance with audits of tax-exempt compliance and audits of tax-exempt bond financing.
  • Industry Specific Compliance — Crafting operational procedures and manuals with respect to industry-specific regulation.