Patterson Belknap is one of only a handful of law firms in the U.S. with a substantial practice group devoted exclusively to tax-exempt organizations and has one of the largest exempt organizations practices in New York City. Our practice dates back over 100 years, to the firm’s beginnings.

We work with clients throughout the world. Our varied clients include local, national, and international charities, private, corporate, and family foundations, fiscal sponsors, donor-advised funds and other charitable intermediaries, colleges and universities, museums, arts and cultural institutions, advocacy groups, environmental organizations, trade associations, business entities, impact investors and aggregators, charitable trusts, individual and family donors, philanthropists, and other actors and stakeholders in the philanthropy sector.

We counsel our clients on all aspects of philanthropy, including formation and operation of charitable organizations, endowments, gift and investment matters and governance, and board and corporate structure. Our work includes navigating federal tax laws and state corporate and trust laws, as well as charities regulation, grantmaking, program and mission-related investing, operational and transactional matters, cross-border philanthropy, audits and investigations, international matters, and more. Our attorneys are deeply engaged in advising clients on evolving trends, new developments, regulatory oversight matters, and advancements in philanthropy and the law, as well as compliance obligations at the federal, state, and international levels.

Our firm’s robust litigation and corporate practices allow us to provide our clients with full service legal advice in a number of practice areas. Lawyers throughout the firm have substantial experience advising exempt organizations, including in employment, compensation and benefits, corporate, intellectual property, litigation, investigations, privacy and data security, real estate, and tax and estate planning.

Our work has been recognized in industry publications such as The Legal 500, which has repeatedly ranked us as a top tier firm in the U.S. for Not-for-Profit (Nonprofit and Tax-Exempt Organizations) and notes our "exceptional experience and expertise."

Representative Experience

Exempt Status

• Compliance with federal tax laws applicable to exempt organizations, including Section 501(c)(3) of the Internal Revenue Code and state laws governing exemptions from real property tax and sales and use tax.
• Unrelated business income tax (UBIT) and related issues.
• Self-dealing and intermediate sanctions issues arising from executive compensation and other arrangements with staff, board members, donors, and families.
• Donor-advised fund matters, including excess business holdings and taxable expenditures.

Charitable Giving Issues

• Complex pledge and gift agreements, including endowment gifts.
• Endowment investment and management in compliance with prudent investment laws.
• Planned giving arrangements, bargain sales, and other types of charitable contributions.

Governance and Corporate Structure

• Fundamental governance issues, including the fiduciary duties of board members and officers, conflicts of interest, committee responsibilities and charters, and indemnification rights.
• Organizational structure, including the creation and management of affiliated and supporting organizations, decisions on not-for-profit corporation versus charitable trust formation, and family foundation structures and related matters.
• Voting and other issues relevant to national and international membership organizations and organizations with affiliates or chapters.
• Risk and crisis management, including with respect to regulatory and Congressional investigations and Board disputes.
• Compliance and risk assessment and management in shifting regulatory environment.
• Tabletop/scenario planning.
• Diversity and Equity-related program services.
• Succession planning for family philanthropy.

Higher Education

• Major strategic projects, including the development of branch campuses, mergers, acquisitions, and dissolutions.
• Governance reviews in close consultation with Boards of Trustees.
• Accreditation and regulatory review, including responding to accreditor and regulator investigations.
• Technology transfer, including licenses of university intellectual property to faculty spin-offs and commercial sponsors and equity ownership arrangements, and policies to address conflicts of interest.
• Major gifts, including naming rights agreements.
• International sanctions, Foreign Corrupt Practices Act, and False Claims Act matters.
• Title IX and student conduct matters.

Regulatory Requirements and Proceedings

• Regulatory investigations and proceedings by Congressional Committees, the Internal Revenue Service, U.S. Department of Justice, state Attorneys General, and other federal, state, and local agencies.
• Regulation of advocacy, lobbying, and political intervention.
• Charitable solicitations, including state registration and reporting.
• Review of annual tax filings, including Forms 990, 990-PF, and Form 990-T (UBIT), and related matters, such as excise tax on net investment income of private foundations and proper reporting of compensation arrangements.

Grantmaking

• Grant agreements, including grants for general support and specific projects or programs.
• Policies, procedures, and criteria for grants.
• Grantmaking issues for private foundations and donor-advised funds and other vehicles, including expenditure responsibility, equivalency determinations, and IRS approval of procedures for grants to individuals.

Program and Mission-Related Investing; Joint Ventures

• Program and mission-related investments for tax-exempt organizations. Compliance and fiduciary issues associated with implementing and maintaining program- and mission-related investment programs.
• Activities regarding involvement of tax-exempt organizations as sponsors or investors in charitable and impact investment funds.
• Advising for-profit entities seeking impact capital on the legal requirements associated with such investments.
• Advising colleges, universities, and other tax-exempt organizations on structuring, operating, and maintaining incubator programs, including with respect to the follow-on investments in companies participating in such programs.
• Structuring and execution of transactions and relationships with affiliated and unaffiliated not-for-profit and for-profit entities, including joint ventures.

Transactional Matters

• Not-for-profit mergers, dissolutions, and substantial transfers of assets and interface with state Attorneys General as necessary.
• Investment structures, including hedge funds and off-shore investments.
• Investment management agreements.
• Leasing and acquisition of office and program space.
• Commercial, including contracts for design and construction of new buildings and redevelopment of landmarked buildings.
• Copyright and trademark registration.
• Licensing, infringement, and other intellectual property issues.
• Internet and privacy matters.
• Insurance matters.
• Scientific research agreements.

International Matters

• International operational issues associated with the U.S. anti-terrorism regulatory structure and the sanctions program of the Office of Foreign Assets Control (OFAC).
• International grantmaking matters including expenditure responsibility for private foundations.
• Organizational, funding, and exemption matters involving public-private partnerships and other organizations working on global health issues.
• Governance, structural, and organizational issues for U.S.-based organizations with affiliates and offices in other countries.
• Advice in connection with “friends of” organizational relationships and other U.S. based fundraising vehicles for international organizations.
• Advice in connection with the Foreign Agent Registration Act.