Sectors We Serve
Public Charities
Many of our clients are public charities, including direct service charities offering a wide range of social services and active fundraising teams. Public charities enjoy significant tax advantages and so are subject to scrutiny by regulators and the general public. We are sensitive to your organization’s needs and particular business model, and we strive to provide cost-efficient technical legal support for operational entities with large staffs. We often serve as outside General Counsel, advising on all legal matters applicable to a large operational charity, including supervising outside counsel as needed, and we are also happy serving on a team as technical co-counsel with a focus in complex corporate, federal tax, or real estate matters.
We can provide advice on areas such as:
Forming a public charity
Maintaining tax-exempt status as a public charity
Fiduciary duties, advising on Board of Director roles and governance
Bylaws creation or amendment
Policy creation or amendment
Fiscal sponsorship structures
Supporting organization relationships to obtain public charity status
IRS Form 990 and IRS Form 990-T review
Property tax exemption
Real estate, including office leasing
Sales tax exemption
Navigating compensation issues
Avoiding excess benefit transactions
Complex Fundraising, such as gifts of real estate and closely held businesses
Unrelated Business Income Tax (UBIT)
Corporate restructures, such as mergers, acquisitions, conversions to and from tax-exempt status, and dissolutions
Lobbying activities within federal tax compliance, such as the 501(h) election
Ownership of, or collaboration with, for-profit enterprises
Joint ventures and partnership interests
Dissolution or termination
Private Foundations
Private foundations are more highly regulated under federal law than public charities, due to the limited number of donors that may be available to supervise a private foundation. We focus our practice in the private foundation federal tax rules and focus our practice on navigating the complex excise tax regimes to best protect our private foundation clients and the fiduciaries serving them.
We counsel private foundations on the following areas:
Forming a private foundation
Maintaining tax-exempt status
Complying with the strict liability federal excise tax regime applicable to private foundations
Bylaws creation or amendment
Policy creation or amendment
Grantmaking assistance
Equivalency Determinations
Grant Agreements
Qualifying Distributions
Investment Policy review and preparation
Investment review, including K-1 analysis
Program Related Investments
Mission Related Investments
Endowment management
Navigating compensation issues
Avoiding self-dealing transactions
Qualifying as a private operating foundation or private pass-through foundation
IRS Form 990-PF and IRS Form 990-T review
Unrelated Business Income Tax
Dissolution
Community Foundations
Our clients include Community Foundations who are working to benefit a particular geographic community. We advise on the operation of donor advised funds as well as the fundraising and governance support that community foundations often like to offer their grantees. We also advise on a range of fiscal sponsorship structures, which allow an existing charity to extend its tax-exempt status to a particular approved project within that charity's same mission area.
We advise community foundations on the following areas:
Forming a community foundation
Maintaining tax-exempt status
Unrelated Business Income Tax (UBIT)
Bylaws creation or amendment
Policy creation or amendment
Fundraising
Donor-Advised Fund management
Restricted fund management
Endowment management
Equivalency Determinations
Grant Agreements
Financing and Lending
Receiving gifts of closely held businesses or restricted stock
Receiving funds as a termination of a private foundation
Fiscal Sponsorship structures
Charitable Trusts
As they are governed by entirely different statutes, charitable trusts have very different legal needs from corporate entities. Although we do not conduct full estate planning, we frequently work collaboratively with estate planning co-counsel to advise on the philanthropic and technical tax-exempt aspects of an estate plan. We frequently represent large fiduciaries, who are administering a portfolio of charitable trusts, on the most technical tax and trust issues. We often advise Trustees of charitable trusts on various areas.
We often advise Trustees of charitable trusts on areas such as:
Forming a charitable trust
Maintaining tax-exempt status
Unrelated Business Income Tax (UBIT)
Trust amendments
Removing donor-imposed restrictions on trust assets
Fiscal sponsorship
Directed Trustee structures
Endowment management
Spending rules
Prudent investments
UPMIFA (the Uniform Prudent Management of Institutional Funds Act)
Pennsylvania analogous rules to UPMIFA, PA Act 141
Comparing between a charitable remainder trust (a CRT) and charitable lead trust (a CLT)
Charitable Gift Annuity programs
Attorney General discussions
Pennsylvania Orphans’ Court filings
Donor-Advised Funds & Sponsoring Organizations
Donor-advised Funds (DAFs) are at the leading edge of growth in the tax-exempt sector. DAFs allow a donor to leverage the professional skill set of a sophisticated fiduciary to supervise donated funds while the donor or other advisor continues to weigh in on the management and charitable use of those funds. DAFs are a target for increased regulation due to their incredible recent growth and ongoing appeal to donors of different means. Much like private foundation excise taxes, DAF excise taxes are fundamental to our practice and guide our exempt organization work. We have assisted numerous national sponsoring organizations launch a DAF program or launch an illiquid asset giving program that funds DAFs, and we advise on a wide range of different types of illiquid asset gifts and donation agreements and side letters.
We help DAFs and their sponsoring organizations meet their goals through our work in the following areas:
Forming a Donor-Advised Fund or sponsoring organization
Maintaining tax-exempt status
Complying with federal and state tax-exemption laws
Fundraising
Donor-Advised Fund management
Restricted fund management
Equivalency Determinations
Grant agreements
Gifts of real estate
Gifts of closely held businesses
Gifts of pre-IPO stock
Gifts of partnership interests
Gifts of stock options
Gifts of hedge fund interests
Prudent investments
Avoiding excess benefit transactions
Trade Organizations & Business Leagues
Key forces in the tax-exempt sector, trade organizations and business leagues create opportunity and facilitate business for their members. We are privileged to work with our 501(c)(6) clients to support American entrepreneurialism. As an independent, boutique (small) business, we understand the struggles of day to day business and the impact a convener or supporter like a trade organization can have on one company’s success. Our lawyers assist trade organizations with their unique tax-exempt compliance and governance needs as well as related complex finance and contract matters, especially working among many different entities within one corporate structure.
Our lawyers help these organizations in the following areas:
Forming a trade organization or business league
Bylaws creation or amendment
Policy creation or amendment
Maintaining tax-exempt status
Unrelated Business Income Tax (UBIT)
Complying with federal and state tax-exemption laws
Bylaws and governance policy creation and review
Lobbying taxes imposed under federal law