Dedicated Nonprofit & Philanthropy Expertise
We dedicate our practice exclusively to serving tax-exempt organizations, foundations, and mission-driven entities at every stage of their development. From nonprofit governance and tax-exempt organization law to philanthropy, charitable assets, and complex organizational transitions, we partner with boards, executives, donors, and fiduciaries to ensure compliance, strengthen governance, and advance long-term impact.
Our Practice Areas
We advise nonprofit organizations on corporate governance and regulatory compliance, supporting boards and leadership teams in meeting fiduciary duties while advancing their charitable missions.
Our work spans nonprofit formation and governance design; board composition, roles, and ethics policies; risk management and liability matters; and compliance with Attorney General oversight, regulatory filings, and reporting requirements.
We also counsel organizations on fiscal sponsorships, affiliated structures, and corporate records, as well as through nonprofit mergers, dissolutions, and charitable asset transfers.
We provide comprehensive counsel on federal and state tax-exempt organization law, advising clients on obtaining and maintaining tax-exempt status.
Our work includes representation of public charities, private foundations, private operating foundations, supporting organizations, and other 501(c) entities, with guidance on qualification and support tests, private foundation rules, and operating and compliance requirements.
We also advise on executive compensation and intermediate sanctions, self-dealing and disqualified person rules, lobbying and political activity restrictions, unrelated business income tax, and ongoing IRS reporting obligations, including Forms 990, 990-PF, and 990-T.
We advise donors, foundations, and nonprofit organizations on philanthropic structures and grantmaking practices that align charitable intent with legal compliance.
We provide counsel to private foundations and private operating foundations on governance, fiduciary responsibilities, and charitable operations, as well as guidance on domestic and international grantmaking, including expenditure responsibility, equivalency determinations, grant agreements, and compliance oversight.
We also advise on mission stewardship and the enforcement of charitable purpose.
We advise nonprofits, foundations, donors, and fiduciaries on the structuring, administration, and stewardship of charitable gifts, trusts, and endowments.
We provide counsel on charitable contributions and deductibility, restricted and unrestricted gifts, donor-advised and board-designated funds, and the creation and long-term management of endowments, including spending policies and compliance with UPMIFA and state law.
We also advise on charitable trusts and represent nonprofits and fiduciaries in matters involving the modification of charitable restrictions under the doctrine of cy pres, including matters subject to Attorney General oversight and court approval.
We guide nonprofit organizations through mergers, dissolutions, and strategic transitions with a focus on protecting charitable assets and preserving mission integrity.
Our work includes nonprofit mergers and asset transfers, dissolutions, corporate restructurings and reorganizations, strategic affiliations and collaborations, joint ventures, and the use of subsidiaries, controlled organizations, and for-profit affiliates.
We advise nonprofits and philanthropic organizations pursuing innovative and entrepreneurial approaches to advancing their missions.
Our work includes nonprofit and for-profit joint ventures, mission-related investments such as program-related and impact investments, earned revenue activities, and the design of hybrid and multi-entity nonprofit and for-profit structures, including benefit corporations.
We draft, review, and negotiate contracts essential to nonprofit operations, funding, and regulatory compliance.
Our transactional work includes management and operating agreements, grant and funding agreements, gift agreements and donor restrictions, resource sharing agreements, and cross-border and international funding arrangements.
We advise nonprofit boards and organizations on executive employment and compensation matters directly related to governance and regulatory compliance.
Our work includes review of executive employment agreements, executive compensation structuring, compensation reasonableness analyses and comparability studies, and board and committee processes for compensation approval, with a focus on mitigating intermediate sanctions risk.
We assist nonprofit organizations with the review of intellectual property provisions in contracts and transactions, with a focus on ownership, licensing, and permitted use of intellectual property in nonprofit agreements.
When specialized patent, trademark, or prosecution expertise is required, we coordinate with outside intellectual property counsel to ensure continuity and alignment with the organization’s mission and operations.