Tax Exempt Organizations
There is something inherently incredible in our American society, where individuals can organize themselves within a corporation that is dedicated to a charitable mission, that has no stockholders, and that is designed to exist in perpetuity as a pillar of support within our society. Nonprofit organizations touch each of us every day, enriching our lives and our communities, caring for the underprivileged and the elderly, they teach our children, and they provide societal infrastructure and support where government does not.
We are inspired by our clients, by the individuals who work for a greater good, and by the volunteers who discover that in service to community they find self-reliance, leadership, and often, meaning in life. In every aspect of our legal counsel, we are dedicated to be good stewards to nonprofit organizations and to provide legal support to your mission to the best of our ability.
We have organized our firm to serve as an external office of general counsel for nonprofit organizations, working to scale our services to meet your budget, while assisting you to prioritize your organization’s legal needs. We approach our representation of nonprofit organizations with the goal to advance internal controls, good governance, and effective legal management of the specific charitable enterprise.
Our interest and support of the nonprofit sector includes representation of universities, colleges, and schools; university foundations; arts organizations; performance halls; museums; jazz, wind, and symphonic orchestras; research institutes; spiritual centers; religious organizations; free medical clinics; retirement communities; trade associations; private foundations; venture philanthropy funds, and many others.
Our Work Includes:
Counseling on governance design, board optimization, the CEO/ Board relationship, and conflict resolution;
On-going advancement of internal controls, organizational learning, and preservation of institutional knowledge;
Leadership succession planning, hiring, and removal;
Formation of nonprofit organizations and preparation/ submission to the IRS of applications to be recognized as tax exempt pursuant to IRC section 501(c) ;
Drafting and on-going work with charitable trusts, CRATs, CRUTs, and CLATs;
Assistance and support of development officers in connection with major gifts, planned gifts as well as the establishment of scholarships and the endowing of charitable programs and operations;
Establishment and advise on modifications of endowments and institutional funds, as well as advise on fiduciary issues in connection with or arising out of the Uniform Prudent Management of Institutional Funds Act (“UPMIFA”).
Compensation opinions and assistance organizations in the establishment of the rebuttable presumption of reasonableness.
Investigations and advising on excess benefit transaction violations, private inurement violations, and instances of potential financial impropriety;
Assist in bargain sale transactions and in-kind gifts;
Consultation and advice regarding unrelated business income tax;
Managing probate issues and filing of creditor claims on a national basis;
Issues affecting organizations recognized as tax exempt pursuant to IRC section 509(a)(3).
Tax, nonprofit, and 501(c)(3) opinions, and assistance with federal tax reporting, form 990 disclosures, and audit responses;
All manner of general contract work.
Higher Education - Universities Supporting Foundations & Affiliates
Drawing from our background to provide legal services to nonprofit organizations, a core focus of our firm is to serve nonprofit foundations that are established to support nonprofit and state universities, colleges, academic medical centers, health systems, and institutions of higher learning. Our clients include endowment foundations, research foundations, alumni associations, athletic booster clubs, real estate foundations, and many more affiliated entities.
We counsel maintenance of a positive relationship, based in trust, between each foundation and the institution for which it is dedicated to support, with the ultimate goal to achieve alignment across the enterprise. Trust enables the foundation to exist as an independent and separate organization, and thus, increase its effectiveness and ability engage in joint ventures and partnerships; facilitate financing of facilities, fund endowed chairs and programs; provide compensation support; engage in fundraising; assist in the acquisition, license, and sale of property; and participate in advanced, collaborative asset protection strategies, all for the benefit and dedicated to the purposes of the institution. Alignment ensures that all affiliated organizations are working together as a team to create the greatest positive impact to mission.
Our Work Includes:
Counsel of complex asset protection strategies across university enterprises, with the use of nonprofit organizations, LLCs, affiliates, charitable trusts, and other vehicles.
Issues related to the affiliation of a foundation to its university;
Addressing and responding to Freedom of Information Act Requests;
Advice and counsel regarding the Uniform Prudent Management of Institutional Funds Act;
Assistance with Southern Association of Colleges and Schools (“SACS”) accreditation;
Assistance with The Family Educational Rights and Privacy Act (“FERPA”) issues;
Advise and counsel for federal tax issues in connection with Name, Image, and Likeness (“NIL”) activities, collectives, and initiatives in higher education;
Assistance with state procurement issues;
Assistance of investment committees with drafting, implementation, and evolution of investment policy statements, spending policies, operating reserve policies and other policies related to endowments, institutional, and other funds;
Establishment of affinity programs for university alumni and members of athletic booster clubs;
Establishing, amending, terminating, charitable trusts, endowments, quasi-endowments, discretionary funds, and institutional funds;
Provide compensation opinions, opinions on the rebuttable presumption of reasonableness, and investigate and address excess benefit transaction violations and allegations of financial impropriety;
Counsel on issues related to conflicts of interest;
Consultation and advice regarding unrelated business income tax;
Consultation on issues related to and negotiate sponsored research agreements, technology transfer and licensing agreements, and inter-institutional agreements;
Tele-education and related technology;
Issues affecting supporting organizations recognized as tax exempt pursuant to IRC section 509(a)(3), including Types I, II, and III, whether or not functionally integrated.
Healthcare - State & NonProfit Health Systems
The healthcare industry is undergoing a period of radical change, where healthcare providers are struggling within business models, subject to increasing economic stressors. Health systems are trending towards population health management and are seeking new relationships and alignments beyond the traditional boundaries of care. In the last 2 decades, healthcare providers have been asked to make significant operational changes, most notably conversion to meaningful use of electronic health records in connection with the treatment of patients. These electronic health records are now being exchanged and aggregated, resulting in the ability to benchmark healthcare providers and their delivery of services.
The volume of emerging knowledge is improving lives in incredible ways and ushering us into the dawn of personalized medicine. However, we believe these changes will increasingly drive and disrupt reimbursement and payment models, sometimes in unexpected ways, and we anticipate continued mergers, alignments, and transactions across the healthcare landscape. These changes will additionally present numerous ethical issues related to individual privacy rights and informed consent, often emerging quickly and with no meaningful legal framework in existence to address. As we have seen, our government, laws, and regulatory bodies remain primarily re-active to emerging technology and alignments of services in the delivery of healthcare.
Our firm understands the legal challenges facing nonprofit and charitable pioneers in healthcare. Our clients include 501(c)(3) and state healthcare systems and providers, institutes for research, and health information exchange networks. Our clients prioritize value on data-driven decision making, new relationships, and disruptive technology as a means to create efficiencies in the market and improve the delivery, effectiveness, and profitability of healthcare services.
Our Work Includes:
Negotiation and establishment of nonprofit joint ventures, alignments, and other configurations of providers on the continuum of healthcare;
Establishment of nonprofit healthcare entities, practice groups, and consortia;
Development, governance, and administration of health information exchanges;
Establishment, governance and use of clinical data warehouses and data exchanges;
Acquisition, implementation and legal support related to telemedicine;
Acquisition and/ or sale/ licensing of health technology (EHR, medical device, data sets, intelligence tools and analytics, etc.);
Advising on issues related to The Health Insurance Portability and Accountability Act (“HIPAA”) and other privacy laws, including breaches;
Assist in the implementation and addressing issues related to Electronic Health Records;
Counseling on issues arising out or and in connection with the Common Rule, human subject research, and informed consent;
Counseling and assisting Institutional Review Boards;
Provide legal support to clients that are recipients of or participating in governmental grants and programs from agencies such as HHS, NIH, NSF, and DOD;
Drafting open source licenses and engaging in the open source of health information software, including research permission management systems and business intelligence tools;
Assistance with issues related to and arising out of population health management and social determinants of health.