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

 
 
 
 
 

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