Patterson Belknap Webb & Tyler LLP is one of a handful of law firms in the U.S. with a significant practice group devoted exclusively to tax-exempt organizations and has the largest exempt organizations practice in New York City. Our representation of charities and other types of not-for-profit, tax-exempt organizations dates back over 90 years, to the Firm’s beginnings. We represent tax-exempt organizations in all aspects of their operations and management, and the legal needs of our exempt organization clients cover the spectrum of the Firm’s practice areas. As a result, lawyers in every practice area of the Firm have substantial experience advising exempt organizations. Our work with exempt organizations has been recognized in industry publications such as U.S. News / Best Lawyers® survey of "Best Law Firms” and The Legal 500, which ranks us as a first tier firm in the U.S. for Not-for-Profit (Nonprofit and Tax Exempt Organizations). Our varied clients include museums, fine arts and performing arts organizations, public-private partnerships in global health, colleges and universities, social welfare organizations, advocacy groups, environmental organizations, trade associations, and private foundations of all types, including family foundations and corporate foundations. We have advised our clients on grantmaking and other activities throughout the world, including Central Europe, the Middle East, Africa, Southeast Asia and Latin America.

Our work on behalf of our clients spans the following areas:

Exempt Status and Charitable Giving Issues

  • Compliance with federal and state exempt organization tax laws, 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 their families.

  • Issues applicable only to private foundations, such as excess business holdings and taxable expenditures.

  • Planned giving arrangements, bargain sales and other types of charitable gifts.

  • Pledge agreements and endowment fund issues.

Governance and Corporate Structure

  • Organizational structure, including the creation and management of subsidiary and supporting organizations and the decision whether to form as a not-for-profit corporation or a charitable trust.

  • Proxy, voting and other issues especially relevant to national and international membership organizations and organizations with affiliates or chapters.

  • Fundamental governance issues, including the fiduciary duties of board members and officers, conflicts of interest, committee responsibilities and charters, and indemnification rights.

Exempt Organization Regulation and Policy

  • Regulatory investigations and proceedings by the Internal Revenue Service (IRS), 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.


  • Grant agreements, including grants for general support and specific projects or programs.

  • Policies, procedures and criteria for grants.

  • Grantmaking issues applicable to private foundations, including expenditure responsibility, equivalency determinations and IRS approval of procedures for grants to individuals.

Program and Mission-Related Investing; Incubators

  • Structuring program and mission-related investments for tax-exempt organizations in a manner consistent with tax-exempt status.

  • Structuring the involvement of tax-exempt organizations as sponsors or investors in charitable and impact investment funds.

  • Advising on the compliance and fiduciary issues associated with implementing and maintaining program and mission-related investment programs.

  • 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.

Transactional Matters

  • Advice concerning investment structures, including hedge funds, REITs, and off-shore investments.

  • Program-related investments.

  • Structure and execution of transactions and relationships with affiliated and unaffiliated not-for-profit and for-profit entities.

  • Structure and execution of joint venture arrangements.

  • Negotiation and drafting of commercial contracts.

  • Leasing and acquisition of office and program space.

  • 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 of U.S.-based organizations with affiliates and offices in other countries.

In addition, we provide our exempt organization clients with experience in many other essential areas, including intellectual property, privacy and data security, real estate, personal planning, litigation, ERISA, tax and corporate. Although the Firm’s lawyers may practice primarily in one or more of those areas, they are accustomed to pooling their knowledge and talents to serve the complete legal needs of our exempt organization clients. Many of these areas have special rules applicable to tax-exempt organizations, and given our varied clients, our lawyers have deep knowledge of these special rules.