Foley Hoag LLP

SUMMARY

On December 21, 2009, President Barack Obama signed into law an extension of the federal COBRA subsidy created by the American Recovery and Reinvestment Act of 2009 (“ARRA”).

SUMMARY

The compensation practices of nonprofit organizations in Massachusetts just became subject to increased scrutiny. The Non-Profit Organizations/Public Charities Division of the Office of the Attorney General of Massachusetts announced yesterday that it is turning its attention to compensation paid by health care systems and health care insurers to their executives and directors. Depending on the outcome of its investigation and new reporting requirements, the Division may expand its review to other sectors.

SUMMARY

Massachusetts recently joined 39 other states and the District of Columbia by enacting a version of the Uniform Prudent Management of Institutional Funds Act (UPMIFA). Most notably, and in contrast to prior law, UPMIFA permits Massachusetts institutions that hold funds exclusively for charitable purposes to tap into endowment funds whose values have depreciated below their “historic dollar values” (i.e., “underwater” endowment funds). The new law, which is effective as of June 30, 2009, also applies to funds held by a trustee for a charitable community trust.

SUMMARY

Recently, the Massachusetts Appeals Court reinstated an order of the Massachusetts Commission Against Discrimination (“MCAD”), requiring the City of Boston to pay $195,000 to Diana Sabella, a teacher in the Boston Public School system, for emotional distress she had suffered as a result of disability discrimination.  In City of Boston v. Massachusetts Commission Against Discrimination, the Appeals Court recognized that the amount of the award was high but ruled that substantial evidence supported the damages.  While prior court decisions had sought to curb runaway emotional distress awards by the MCAD, the decision suggests that Massachusetts courts may be shifting away from scrutinizing such damages.

SUMMARY

Two recent laws, the American Recovery and Reinvestment Act of 2009 (“ARRA,” commonly known as the stimulus package) and the Edward M. Kennedy Serve America Act, provide funding opportunities for nonprofits and social entrepreneurs to expand their services and accommodate additional volunteers. Organizations can apply for ARRA funds immediately. While funding for the Serve America Act will depend upon the 2010 federal budget, organizations may wish to assess their needs now in anticipation of the Act going into effect on October 1, 2009.

SUMMARY

As a result of a new requirement first implemented in 2008, tax-exempt organizations with gross receipts of $25,000 or less may be required to file IRS Form 990-N, the “e-Postcard.” The e-Postcard must be filed no later than the 15th day of the fifth month following the end of the organization's tax year. For example, an organization whose tax year ends December 31 must submit the e-Postcard by the following May 15.

SUMMARY

The American Recovery and Reinvestment Act of 2009 has allocated approximately three quarters of a trillion dollars across a variety of industries and for a variety of purposes, some of which are well publicized and well known.  Included in this stimulus package is $4.7 billion for the Broadband Technology Opportunities Program (“BTOP”), which is to be managed and distributed by the National Telecommunications and Information Administration (“NTIA”) of the US Department of Commerce. These funds will be dispersed in three application tranches, with the first phase scheduled to be launched in May 2009. All monies must be disbursed no later than September 30, 2010, and projects must be capable of being implemented within two years after BTOP funding is awarded.

SUMMARY

Providing strategic advice and litigation services to our business clients nationwide

Our long-standing strength in representing employers in labor relations and employment litigation defense issues is complemented by our experience in dealing with the emerging issues confronting employers in the 21st century.

Our goal is to provide pragmatic business advice and a cost-effective approach aimed at helping our clients achieve results – prompting those clients to place our Labor and Employment lawyers at the top of the Chambers USA rankings for four consecutive years.

Topics include:

• Labor Law Strategies
• Wage and Hour Litigation
• Non-Competition Agreements and Related Issues
• Employment Discrimination and Harassment Litigation
• Wrongful Discharge and Other Disputes
• ERISA and Benefi ts-Related Litigation
• Business Immigration Services
• Preventative Counseling

SUMMARY

Most public charities organized, operating or soliciting funds in Massachusetts are required to file Form PC with the Massachusetts Attorney General’s Non-Profit Organizations/Public Charities Division within four and one-half months of the end of each fiscal year.  The Form PC requires several attachments, including financial statements for public charities having minimum amounts of gross support and revenue.  The Massachusetts legislature increased the minimum threshold for filing such statements from $100,000 to $200,000.

SUMMARY

The Internal Revenue Service (IRS) has released final instructions for completing the Form 990, the annual information return filed by most non-profit entities, which has undergone its first major redesign in almost 30 years.  The new Form 990 will be phased in over three years, starting with fiscal years beginning on or after January 1, 2008.  The old Form 990 will not be accepted beginning with the 2008 tax year.  Full instructions on the new Form 990 are available on the IRS Web site.

SUMMARY

We know that the recent financial crisis and related economic downturn unfortunately are causing many employers to consider ways to reduce operational expenses, including through workforce restructuring and layoffs. We offer a few preliminary considerations: any such reduction-in-force (RIF) must be carefully planned and executed both to minimize exposure to liability under various employment laws and to mitigate negative effects on employee morale and operations. The following are some issues for employers to consider as they grapple with whether and how to implement a layoff.

Questions Include:

• Is a Layoff Necessary?
• Voluntary or Involuntary Program?
• Develop Uniform Selection Criteria
• Conduct a Layoff Analysis
• Is Advance Notice Required
• Severance and ERISA
• Asking for a Release
• Don't Forget Immigration Implications
• Don't Lose Sight of Termination Basics

SUMMARY

Foley Hoag LLP’s interdisciplinary team counsels and protects the interests of its clients facing new realities, challenges and risks framed by today’s tumultuous economic and market conditions. By maintaining an active and engaged dialogue with our clients during this period of economic distress, our lawyers are better able to adapt to the changing legal needs of clients affected in the short term. More importantly, our immersion in their businesses and industries enables our lawyers to provide sound, strategic counsel to protect our clients’ interests in the longer term. The Economic Crisis Team delivers forward-thinking advice, focusing on long-standing core, integrated strengths of the firm.

Topics include:

• Financial investigations, enforcement proceedings and litigation
• Federal and state securities regulation
• Deal-making, corporate finance and investment restructuring
• Bankruptcy, corporate reorganization and financial disputes

SUMMARY

Established in December 1980 by the partners of law firm Foley Hoag, The Foley Hoag Foundation is a private foundation that seeks to combat racism, especially among youth, in the City of Boston. The Foundation awards grants to organizations working to improve the racial climate in Boston by addressing issues of diversity and racism. Grantee organizations achieve their goals through a variety of means, including arts and cultural activities, youth leadership and recreational programs. Other grantees provide advocacy assistance, enabling individuals to confront racism through legal or political action. Some grantee organizations work to prepare young children to live in the reality of a multicultural society, others engage teens, and a few target a primarily adult constituency.

The Foley Hoag Foundation was the first—and remains the only— foundation to focus exclusively on the improvement of race relations in Boston. The trustees are fortunate to have the unqualified endorsement of Foley Hoag, which has provided an enormous amount of financial, administrative and moral support.

SUMMARY

Until now, most small tax-exempt organizations, defined as those with gross receipts of $25,000 or less per year, have not been required to file an annual information return with the Internal Revenue Service (the “IRS”). 

However, small tax-exempt organizations must now file an annual electronic information return – the Form 990-N, also known as the e-Postcard. This requirement covers all tax periods beginning after December 31, 2006. The e-Postcard must be filed no later than the 15th day of the 5th month following the end of the organization’s tax year. For example, an organization whose tax year ends December 31 must submit the e-Postcard by the following May 15.

SUMMARY

The directors of a not-for-profit corporation are bound by two general types of legal duties:

A duty of care

The duty to perform their responsibilities in good faith, in a manner reasonably believed to be in the best interest of the corporation, and with such care as an ordinarily prudent person would be in similar circumstances; and

A duty of loyalty

The duty to keep the interests of the corporation paramount above personal interests when acting for or on behalf of the corporation.

The following Ten Commandments provide examples of some of the actions a board of directors should take to act in accordance with its legal duties... (continues)