The attorneys on our Nonprofit Organizations team advise clients through every stage of their life cycle – entity formation, governance, building partnerships and integrating organizations – as well as on day-to-day operational issues relating to general employment, real estate, fundraising, financing, investments, transactions, regulatory compliance and other matters. When disputes arise from within and without an organization, we work to resolve them using the most effective and economical solution available.
Our clients include a full spectrum of nonprofit, tax-exempt, philanthropic and religious organizations. We represent health systems and hospitals, educational institutions, foundations, trade, industry and professional associations, cultural organizations, religious groups, affordable housing and other human services providers, and social welfare agencies. We provide counsel to new organizations as well as those entities that have long histories within the communities they serve.
Our firm is mindful of the mission and limited resources of nonprofit entities, as well as the value they bring to our communities. We look to provide practical, creative solutions that best serve our clients’ needs and budgets.
We have particular strength advising on:
- Entity Formation and Tax Issues – We are experienced in establishing nonprofit and tax-exempt entities and setting up groups of related organizations, including for-profit subsidiaries. We can assist in obtaining determinations of federal and state tax-exempt status with income, property, real property and sales tax. Our attorneys also advise on matters related to fundraising, particularly as it concerns institutional planned giving vehicles and the use of donated funds.
- Negotiating and Drafting Contracts with External Parties – Attorneys on our Nonprofit Organizations team represent clients in the drafting, review and negotiation of agreements of every sort relating to business transactions and arrangements, including joint venture agreements, corporate organizational agreements, supply agreements, purchasing agreements, equipment leasing agreements, loan and financing documents, consulting agreements, non-disclosure agreements, non-compete agreements, employment agreements, leases and service agreements.
- Operational Issues – We advise on all matters related to running a successful nonprofit organization, including development and maintenance of corporate governance procedures and other policies, interaction with the New York State Attorney General’s Office and other regulatory agencies regarding compliance issues, and matters involving financial and investment issues. We work with clients to prepare, file and maintain their organization’s governance documents. Our attorneys also provide counsel related to the fiduciary responsibilities of directors and officers.
- Private Foundations – We assist our clients with the special issues related to private philanthropic foundations, including crafting of investment policies, spending policies, grant making policies and grant agreements. We have a special interest in program-related and mission-related investments, and we help clients move their investment programs towards greater impact. We also help guide clients through the unique issues presented under the private foundation rules, including navigating the rules related to prohibited transactions and assisting with matters requiring IRS approval. We also provide counsel on estate planning involving the establishment of private foundations.
What We See on the Horizon
Contact our Nonprofit Organizations team for our latest insights about the following:
- Mergers and consolidations. In an environment where organizations can no longer count on steady government funding year over year, many organizations are struggling. Some are failing and need rescue, and others are seeking to collaborate with other entities and/or increase their scale in order to survive. We work with nonprofit organizations in all of these scenarios, providing business, organizational and legal advice to enable entities to survive and thrive. Click here to review key considerations in Higher Education M&A.
- Less government support. With less government support of nonprofit initiatives and causes, nonprofit organizations are called on to do more with less and to strategize how to leverage a mix of declining government funding, revenue from fee-for-service offerings and funds raised through charitable donations to carry on their missions effectively. Our Nonprofit team has extensive experience working creatively in this highly dynamic funding environment to support organizations in meeting their goals.