Today’s tax exempt, charitable and nonprofit organizations face an increasingly complex legal and business environment. Navigating that environment requires comprehensive, real world and practical advice on organizational, operational and transitional issues.
The attorneys on the Tax Exempt Organizations Team at Whyte Hirschboeck Dudek S.C. are experienced professionals with a long and successful history of working as business partners and counselors to many types of organizations. These include private foundations; public charities; health care organizations, including hospitals and auxiliary service organizations; colleges, universities and other institutions of higher education; charter schools; religious societies and organizations; national and regional trade associations and business leagues; social clubs, including country clubs and yacht clubs; sports and amateur athletic organizations; real estate title holding companies; credit unions; fraternal, service and veteran organizations; employee unions; political and advocacy groups; arts and cultural organizations; community and economic development corporations; affordable housing organizations; nonprofit insurance companies; associations; and governmental organizations. In fact, all of our Tax Exempt Organizations Team attorneys have served as directors, officers and/or employees of tax exempt, charitable and nonprofit organizations or governmental units—gaining unique experiences and insights that allow them to understand, firsthand, the day-to-day challenges faced by nonprofit leaders.
We use a multidisciplinary team approach to advising tax exempt, charitable and nonprofit organizations by efficiently using the full range of expertise and resources available at a large law firm. This includes general corporate, tax, employment law, intellectual property, real estate, public finance, and civil litigation. We regularly counsel and advise tax exempt, charitable and nonprofit organizations in many broad areas, including the following:
- Organizational issues such as entity structure (e.g., corporation; limited liability company (LLC), low-profit limited liability company (L3C) and partnership); and preparation or review of articles of incorporation, bylaws or other governance documents.
- Governance issues such as fiduciary duties of directors and officers; liability and indemnification of directors and officers; insurance considerations; proper documentation of board resolutions and minutes; identifying and resolving conflicts of interest; open meetings and open records law; operating policy development, including conflicts of interest, whistleblower, records retention, political and lobbying activities, and investments.
- Taxation and exemption issues such as applying for recognition of exemption from income taxation; group rulings; unrelated business income taxation (UBIT) and debt financing; private foundation excise taxes; intermediate sanctions; self-dealing, excess benefit transactions and private inurement/benefit; Form 990; automatic revocation and reinstatement; federal and state tax audits, appeals and controversy; property tax exemptions; property tax assessments; and sales and use tax exemptions; multistate registration and nexus considerations.
- Political activity, lobbying and advocacy issues such as limitations on political activity; direct and grassroots lobbying; Section 501(h) elections; development of policies to govern political and lobbying activities; and governmental affairs.
- Development and fundraising issues such as planned charitable giving; donor advised funds; endowments; gift acceptance policies; issuance of debt or additional classes of membership to raise capital; affinity and sponsorship agreements; fiscal sponsorship; naming rights; charitable deductions and written acknowledgments; raffle licenses; sweepstakes; charitable gaming; and multistate charitable solicitation and registration.
- Financing issues such as eligibility for and use of tax exempt bonds, New Markets Tax Credits (NMTC) and Low Income Housing Tax Credits (LIHTC).
- Grantmaking issues such as equivalency determinations; expenditure responsibility; and international grant making.
- Restructuring and transitional issues such as mergers; conversions in place (nonprofit to for-profit, and for-profit to nonprofit); asset sales and asset purchase agreements; creating parent-subsidiary relationships; for-profit and nonprofit joint ventures and partnerships; negotiation of affiliation and disaffiliation agreements; liquidation and dissolution.
- Intellectual property issues such as antitrust policies and procedures; trademark search and registration; trade names; copyrights; patents; software licensing; technology transfers; licenses and royalties; privacy and releases; website development and web hosting; Internet domain names; linking; mobile app development; and computer law.
- Real estate issues such as leases; purchase and sale of real property; financing; transfer of title; deed restrictions and conservation easements; construction contracts; environmental assessment and review; real estate transfer fees; property tax exemption requests; and property tax assessments.
- Employment and benefit issues such as setting and reporting executive compensation to ensure applicability of the rebuttable presumption of reasonableness; retirement and other benefit plans; employee scholarship programs; employment contracts; worker classification (employee and independent contractor); employee manuals; and workplace safety and accommodation.