Nonprofit & Tax-Exempt Organizations

Why Choose Us

Dedicated Nonprofit Experience

Our matters are staffed by attorneys who concentrate their practices on the specific needs of nonprofit and tax-exempt organizations. We have a deep bench of professionals who bring decades of experience in the nonprofit legal field.

Longstanding Leadership and National Scope

As one of the first full-service firms of our size to establish a practice group dedicated exclusively to nonprofit and tax-exempt organizations, we have a long and distinguished history of leadership in the sector. Our deep-rooted experience allows us to provide sophisticated, time-tested legal counsel to clients nationwide.

Comprehensive, Full-Service Counsel

We coordinate closely with our colleagues in complementary practice areas, including tax, health care regulation, finance, real estate, litigation, employment and intellectual property, to address complex issues efficiently and holistically. This integrated approach ensures all legal and business requirements are addressed in context.

Substantive Areas

Formation and Tax-Exempt Status Recognition

We organize entities, draft governing documents and prepare applications for exemption from federal and state taxes. We advise on public charity classification, group exemptions and conversion strategies as organizations expand or change form.

Governance and Fiduciary Counsel

We modernize bylaws, committee charters and board policies. We advise on conflicts of interest, private inurement, excess benefit transactions and executive compensation to align with best practices and regulator expectations. We provide education and training on fiduciary duties and governance matters for nonprofit boards and executive leadership.

Mission-Focused Transactions

We structure mergers, affiliations, joint ventures and member substitutions to advance missions while protecting charitable assets and tax status. We negotiate joint ventures and other collaborations with nonprofit and for-profit partners and design parent-subsidiary frameworks that fit multi-entity operations.

Philanthropy, Endowments and Gift Administration

We design and document complex gifts, charitable trusts, gift annuities and bargain sales. We craft gift agreements, naming arrangements and endowment policies that reflect donor intent and institutional priorities, then manage modifications when circumstances change.

Political Activity and Public Policy

We advise on lobbying, civic engagement and campaign-related activity across 501(c)(3), 501(c)(4), 527 and other structures. We develop compliant policies for voter education, digital communications and grantmaking that contemplates issue advocacy.

Private Foundation Guidance

We help all forms of charitable grantmakers and funders design grant programs, manage relationships with grantees, structure disaster relief and employee assistance funds, develop funding collaborations and structure mission- and program-related investments. We counsel family, corporate and legacy foundations on the full range of private foundation rules including matters involving self-dealing, excess business holdings, qualifying distributions and expenditure responsibility. Our team advises on obtaining IRS pre-approvals of individual grantmaking procedures for scholarship and fellowship programs. We also counsel families on restructuring family philanthropy models from one generation to the next.

Tax-Exempt Capital and Finance

We frequently represent borrowers in tax-exempt bond financings, and advise on sustainable capital strategies for facilities, program expansion and refinancing. We evaluate covenants and disclosure implications and work with conduit issuers and finance teams to close on reliable timelines.

Unrelated Business Income and Social Enterprise

We evaluate revenue models for unrelated business income tax exposure and design structures that mitigate risk. We form benefit corporations and related vehicles, advise on the creation of taxable subsidiaries and align program-related or mission-related investments with tax objectives.

Innovative Structuring for Social Impact

We advise on social enterprise and impact investment design. Our team develops practical and creative legal structures that enable organizations to expand revenue streams and advance their missions while preserving their tax-exempt status.

International and Cross-Border Operations

We structure grants to non-U.S. recipients using expenditure responsibility or equivalency determinations. We address sanctions, anti-terrorism screening and documentation standards for global philanthropy and programs.

Employment and Executive Compensation

Our team works closely with nonprofit organizations to address employment-related challenges and maintain compliance with applicable tax-exemption and employment laws. We regularly advise on the design and implementation of reasonable executive compensation arrangements that align with regulatory requirements and governance expectations—while attracting and retaining top talent.  We also advise on employee classification and shared staffing arrangements including between exempt and non-exempt entities. We provide practical guidance on hiring practices, wage and hour compliance and workplace policies. When disputes arise, we advise on matters involving discrimination, harassment and wrongful termination, and we proactively counsel clients on strategies to foster positive workplace cultures and reduce legal risk.

Government Investigations and Enforcement Actions

We advise and defend nonprofit organizations facing federal or state government inquiries, civil investigative demands and regulatory enforcement actions. We help organizations prepare for government scrutiny, respond to investigative requests, maintain privilege and manage communications with regulators to mitigate operational risk and exposure.

Dissolutions, Conversions and Restructurings

We guide nonprofit wind-downs, entity conversions and reorganizations, including those that require court or attorney general oversight. We plan multi-stakeholder communications and execute compliant transfers of restricted funds.

Additional Services

Our collaborative approach integrates counsel from our colleagues in:

• Environmental Law: Navigating regulatory requirements and sustainability issues related to properties and programs.
• Health Law: Providing guidance on licensing, reimbursement and regulatory compliance for nonprofit organizations in the social services and health care sectors.
• Real Estate: Advising on property acquisitions, leasing agreements, zoning compliance and navigating environmental regulatory requirements and sustainability issues related to real estate transactions to support operational footprints.
• Intellectual Property: Protecting an organization’s valuable assets, including trademarks, copyrights and proprietary content.
• Litigation and Dispute Resolution: Representing nonprofits in litigation, arbitration and mediation to protect their charitable assets, resolve disputes and safeguard reputation and mission continuity.
• Privacy and Data Security: Developing robust data protection policies and protocols to safeguard sensitive information and maintain stakeholder trust.