Outside, General Counsel Services

Outside, General Counsel Services
We bring our deep commitment to the nonprofit sector and broad experience to our work, to best serve our clients’ legal needs.

  • Start-Up Planning
  • Day-to-Day Operations
  • Staff and Board Training
  • New Programs Launch
  • Facility Acquisition or Expansion
  • Corporate Reorganization, Subsidary Formation
  • Joint Ventures and other Collaborations
  • Dissolution

Start Up Planning
We help clients who plan to form a new organization consider the choices of operating as a fiscally sponsored project, donor-advised fund, or independent tax-exempt entity by considering the advantages and disadvantages of each option. We also advise clients on the proper choice of entity, whether nonprofit or for-profit. We then prepare the documents needed to obtain and maintain tax-exempt status, and provide the corporate and tax advice needed to properly structure the relationship between the new entity and any existing organizations.  Click here to learn more about our services for new, start up nonprofits.

Day to Day Operations

We support the daily operations of our clients and help to further our clients’ charitable missions by providing much-needed corporate and tax advice.  Our corporate counsel services include drafting and negotiating contracts, including asset transfer agreements, agreements of sale, leases, employment agreements, grant agreements, vendor contracts, and financing documents. We attend client Board meetings as requested, prepare resolutions, minutes, and policies, and counsel clients on corporate best practices. Our tax counsel services include advice on the proper classification of workers as employees or independent contractors, and preparation of employee handbooks, contractor, separation, confidentiality, and indemnification agreements. We draft and/or review program-related materials, such as applications, release forms, and license agreements, and also advise clients and provide documents needed for fundraising activities. We also craft endowment and investment policies, and advise clients on state laws that affect endowment asset management and spending.

As our clients grow and evolve, we advise them when notice to the IRS, state Attorneys General, or state regulators is needed, and we prepare necessary amendments to organizational documents. We also analyze and advise clients when public charity reclassification is needed or other tax-exemptions may be available.

Staff and Board Training
We train our clients’ staffs and Boards on a wide range of issues, including: corporate best practices;  social venture and social enterprise; risk management and liability; unrelated business income tax; fiduciary obligations; lobbying and advocacy; and IRS Form 990 changes.

New Programs Launch
When a client is considering the launch of a new program we help to determine the proper corporate and tax structure for that program, and advise the client on the tax treatment of its revenue. When needed, we form a subsidiary or joint venture entity and obtain the proper tax-exemption determination. We also work with the client to obtain any licensure needed to operate the program.

Facility Acquisition or Expansion
When a client is considering a facility acquisition or improvement, we advise the client on the proper choice of entity and then implement that choice. We also help clients properly structure facility financings, with combinations of tax-exempt bonds, conventional financing, new market tax credits, and grant funds, and we assist with all real estate issues, including zoning and other permits needed for property use, occupancy, and renovation.

Corporate Reorganization, Subsidiary Formation
Corporate reorganizations are sometimes needed when, for example, a parent organization operates with a group tax-exemption and grassroots affiliates, or an organization merges subsidiaries to simplify its existing structure. We help clients to evaluate and design corporate and tax reorganizations and properly structure subsidiaries or implement mergers, where needed.

Joint Ventures and other Collaborations
Our clients often collaborate with other nonprofits by forming joint ventures and other affiliations. Sometimes these collaborations are driven by funders or outside stakeholders, and at other times by the organizations themselves, in furtherance of their charitable missions or to achieve greater efficiencies. We help clients to determine the proper form for collaborations, evaluate the likely benefits and limitations, and provide the proper documentation to implement their plan.

In cases where operations are no longer feasible or desirable, we advise clients on the best course of action by evaluating the choices of merger, dissolution, or asset transfer. We then represent clients through the merger or dissolution process and negotiate and document asset transfers, working with Federal and state agencies, funders, and, where required, state Attorneys General and the court system. Click here to learn more about our services to organizations that are merging or dissolving.