Corporate & Business Transactions Nonprofit

We offer a comprehensive array of services for nonprofit organizations, including:

• Formation, Structuring, and Governance
• Acquisition and Retention of Federal Tax-Exempt Status
• Joint Ventures with For-Profit Partners
• Charitable Giving and Stewardship of Endowment Funds
• Executive Compensation, Employment, and Payroll
• UBIT (Unrelated Business Income Tax) Analysis
• International Operations
• Tax-Exempt Financing and Fundraising
• State Property Tax Exemptions

Connecticut Public Broadcasting, Inc.
We regularly represent CPBN in development, real estate, and corporate structuring matters.

Rhode Island Foundation
We assisted the Foundation in establishing the Roger Williams Park Conservancy, dedicated to improving Rhode Island’s flagship park.

Transcending Through Education Foundation
We helped establish and obtain tax-exempt status for this group that provides scholarships for incarcerated individuals. The organization was recently featured in the Huffington Post article, “From Prison to College: Here’s Why Education Matters.”

Restructuring and UBIT Analysis
We studied the impact of proposed transactions on the tax-exempt status and UBIT position for a regional ride-sharing program.

Public-Private Partnership
We helped a successful author of children’s books develop a baseball field in his hometown, in cooperation with the town’s parks and recreation department.

Overseas Programs
We help separate nonprofits ensure that their operating programs in Haiti, Greece, England, Chile, and Cuba comply with U.S. tax laws. We assisted in the formation and structuring of a multimillion-dollar eco-tourism and conservation charitable organization in South America.

Tax-Exempt Restructure
We advised a university in restructuring its internal governance, including governing documents and policies, during a time of internal transition.

Capital Construction Project
We recently assisted an organization in a major capital project that required expertise in five areas of law: tax, public finance, corporate, real estate, and construction.

Representation of a Regional Charter School Management Organization
We provided general representation to a charter school management organization operating 17 public charter schools in the states of Connecticut and New York. We are assisting with expansion plans, the purchase of schools, and the negotiation of lease and property management agreements, as well as representation in numerous financing transactions, including loans and grants. We have assisted in preparing legislation allowing charter schools to enter into cooperative arrangements. We continue to provide legal advice and assistance with numerous governance issues.

Structuring of a U.S. Charitable Foundation’s Affiliation with a For-Profit Enterprise Based in Chile
We helped establish the legal footing for a U.S. charitable foundation that promotes conservation along with social and economic development in a region of Chile. The U.S.-based nonprofit promotes education, economic development, and environmental conservation in the region through educational initiatives, teaching English, and encouraging environmental awareness in schools and communities—conserving ecologically fragile areas and facilitating local community involvement. The Chilean for-profit enterprise is an eco-tourism and conservation operation that owns ecologically sensitive properties and is developing a carbon-sequestration credit and eco-brokerage as additional revenue sources.

Merger of Two State Affiliates of a National Health Organization
We assisted two state affiliates of a national health organization in structuring their merger and obtaining the necessary regulatory and judicial approvals. We obtained approval in a contentious public hearing process before a state department for a change of control and licensing of a health care facility. We helped our client receive approval from the state attorney general for the transfer of charitable assets and modification of a charitable trust and conducted successful negotiations with trust beneficiaries. Our client prevailed in judicial proceedings to obtain court approval of cy pres petition regarding the charitable assets and trust.

Acquisition of Tax-Exempt Status and Regulatory Approvals for a National Nonprofit
For a multi-state educational reform advocacy group, we organized their nonprofit status, obtained qualification under IRC §501(c)(3), and structured the governance and organizational policies and provisions. Compliance with federal and state lobbying rules, qualifications to do business, and compliance with applicable state charitable solicitation laws were achieved. We conducted training for their staff in lobbying and governmental affairs requirements.