Dedicated Nonprofit and Philanthropy Expertise
We dedicate our practice exclusively to serving tax-exempt organizations, foundations, and mission-driven entities at every stage of their development from formation to dissolution. Our unique perspective comes from decades of collective experience within and outside of law firm settings. We partner with boards, executives, donors, and fiduciaries to ensure compliance, strengthen governance, and advance long-term impact.
Our Practice Areas
With nonprofits always being in the public eye, particularly with the public availability of their tax returns, we regularly work with clients on executive compensation.
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, preparing executive compensation studies, and board and committee processes for compensation approval, with a focus on avoiding excess benefit transactions and intermediate sanctions exposure.
We advise clients who are considering whether to create an endowment and clients who already have endowments. There are several considerations in the potential formation of an endowments and we guide clients through all of them, including legal, financial, and fundraising perspectives. For clients who already have endowments, we ensure they have the appropriate policies in place and understand what is, and is not, restricted in an endowment.
Our work encompasses all stages of organizational development, from formation to dissolution. We translate founders’ organizational and operational concepts into the required legal documents, including Articles of Incorporation, Bylaws, Policies, Procedures, and Regulatory Filings. Once the organizations are formed, we ensure our clients have a comprehensive understanding of their future legal and regulatory requirements. We also work on fiscal sponsorship arrangements and group exemptions.
Once an organization has run its course, we guide officers and directors through with-asset or no-asset dissolution. We work closely with the Attorney General’s Office and Court, providing the appropriate documentation to make the process seamless. We ensure that all actions align with the legal requirements and the organization’s mission.
We advise nonprofits and philanthropic organizations pursuing innovative and entrepreneurial approaches to advancing their missions.
We also work on collaborations and ventures between charities and non-charitable entities.
We draft, review, and negotiate contracts and other agreements essential to nonprofit operations and funding.
We regularly support our clients by drafting or reviewing and negotiating contracts with service providers that will facilitate our clients’ operations. Such contracts also include intellectual property provisions, shared service agreements, memoranda of understanding, and fiscal sponsorship between our client and other organizations.
Clients also frequently engage us to create or review grant agreements as part of their grantmaking or grant acceptance process. This includes agreements between “Friends Of” charities and their international supported organizations. When grants to our clients are significant, we support our clients in not only reviewing the agreements but also analyzing their public support.
We provide comprehensive legal guidance to nonprofit organizations, helping boards and leadership teams navigate governance and compliance matters while advancing their charitable missions. Our work encompasses all stages of organizational development, including formation and incorporation, structuring governance frameworks, defining board composition and fiduciary duties, clarifying board–staff roles and establishing operational and regulatory policies and procedures.
We work closely with executive directors and frequently provide board training sessions on all of these topics.
In addition, we assist nonprofits with oversight and compliance obligations under the Secretary of Commonwealth’s and Attorney General’s offices, corporate recordkeeping, and annual reporting. We also advise on risk management and liability considerations.
We guide nonprofit organizations through mergers and other organizational structuring while protecting charitable assets and mission integrity.
As nonprofits grow and become more complex, it can be beneficial for them to consider merging with another nonprofit or adding for-profit subsidiaries. Our work with mergers includes assisting with due diligence, crafting merger agreements, and ensuring compliance with regulators.
We also work regularly with clients on adding subsidiary organizations to perform certain activities for the nonprofit, including holding organizational assets and housing activities that generate Unrelated Business Income (UBI). We ensure that the newly-created organizations exclusively benefit the nonprofit that added them to their organizational structure.
We advise donors, foundations, and nonprofit organizations on philanthropic structures and grantmaking practices that align charitable intent with legal compliance.
Our work includes counseling clients on domestic and international grantmaking, including expenditure responsibility, equivalency determinations, grant agreements, and compliance oversight. We regularly work with U.S. “Friends Of” organizations that support international charitable work. We also advise on mission stewardship and charitable purpose enforcement or modification.
We provide comprehensive legal counsel on federal, state, and local tax-exempt organization reporting requirements. We represent clients who are facing audits by the IRS and State regulators.
We represent public charities, private foundations and several other 501(c) entities. Our work includes advising on public charity qualification and support tests; private foundation rules; and private operating foundation qualification, operating tests, and compliance requirements.
We counsel organizations on reporting obligations including related-party transactions and Board member independence, restrictions on lobbying and political activity, international activities, self-dealing prohibitions, intermediate sanctions, and unrelated business income tax (UBIT).
We regularly work with clients and their accountants, reviewing their IRS Forms 990, 990-EZ, 990-PF, and 990-T with the understanding that these documents are in the public eye.
We advise charitable trusts and represent nonprofits and fiduciaries in matters involving modifications of trust terms, when the restriction on a gift may be adjusted (cy pres), restriction enforcement, and dissolution.