Providing comprehensive services for our clients

Foley Hoag provides legal advice in the traditional areas of planned-giving, tax and corporate governance, as well as counsel on technology transfer and protection, labor and employment law, education law, finance, immigration, and real estate.

We represent public charities and private foundations in a wide range of matters as general outside counsel. Typical examples include:

  • Counseling clients on the advantages and disadvantages of public charity and private foundation status. This includes analysis of the applicable public support requirements and the restraints on political involvement and lobbying. Additionally, it includes securing federal income and excise tax exemptions, as well as state and local property tax exemptions.
  • Advising organizations on governance matters, including conflicts of interest and control issues. We advise our clients on the fiduciary obligations undertaken by their directors and officers and provide counsel on structuring appropriate indemnification and insurance protections.
  • Advising on executive compensation matters and direct and indirect private inurement issues. Handled incorrectly, these matters could jeopardize tax-exempt status, personnel relationships and other general arrangements.
  • Analyzing an organization’s use of its charitable assets due to gift restrictions.
  • Representing organizations in mergers and asset sales or acquisitions.

Alternative Investments

Our lawyers regularly counsel our clients regarding the use of for-profit affiliates and joint-venture arrangements by tax-exempt organizations. Such structuring provides these organizations with access to alternative forms of investments. We advise on matters such as minimizing taxation of the affiliate’s or joint venture’s underlying income, while avoiding unrelated business tax to the tax-exempt investors. We also ensure the investors’ continued status as tax-exempt organizations.

We advise our nonprofit clients, as well as managers of investment funds including tax-exempt investors, on all aspects of the unrelated business tax implications of more traditional investments. Recent examples include:

  • Creating an offshore investment vehicle for equity investments in micro-finance institutions.
  • Structuring multi-level financings for several long-term natural resource investments in New Zealand, Chile and the United States, in which tax-exempt pension funds and foundations have invested hundreds of millions of dollars.
  • Establishing controlled entities or companion and supporting for-profit enterprises for museums and community redevelopment corporations.

For more information, please see our Taxation and Investment Management practice group descriptions.

Charitable Giving

Our lawyers also advise public charities and individuals in the area of charitable planned giving, We help our clients deal with a broad range of outright and deferred gifts by individuals, corporations and other organizations.

Our experience includes representing public charities and individuals in negotiating and arranging for major gifts of personal and real property, such as gifts to fund or create:

  • Endowments
  • Scholarships and faculty chairs
  • Construction or improvement of physical plant and facilities

We also consult on a wide range of deferred-giving strategies, including charitable remainder trusts, pooled-income funds, donor-advised funds, charitable lead trusts, and other arrangements offering tax incentives for donors.

We advise our clients on ways to protect themselves against potential conflicts of interest, undue influence, or other improprieties in the fund-raising process. For more information on our charitable giving practice, please see our Trusts and Estates practice group description.

Education

Our lawyers have extensive experience advising educational institutions regarding faculty, student, labor and employment, tax and administration matters. For a description of our education practice representing secondary schools, colleges, and universities, please see our Education Practice description.

Much of our work for colleges and universities involves intellectual property protection and technology transfer. We represent the technology licensing and industry-sponsored research offices of major medical institutions in the Boston area. Our counsel includes advice on funding for research and commercial exploitation of university-generated products. For more information on this part of our practice, please see our Intellectual Property description.

Representative Experience

  • Securing federal income and excise tax exemptions, as well as state and local property tax exemptions.
  • Advising nonprofits concerning the use and administration of charitable bequests and donations.
  • Outlining the advantages and disadvantages of public charity versus private foundation status, including analysis of the applicable public-support requirements and restraints on political involvement and lobbying.
  • Advising on applicable federal, state and local disclosure requirements and fund-raising limitations.
  • Reviewing, analyzing and preparing comments on proposed federal, state and local legislation or administrative regulations regarding potential impact on the programs, membership or goals of our nonprofit clients.
  • Obtaining required licenses, permits and certificates, including certificates of need, to enable our clients to operate in compliance with state and local rules and regulations
  • Forming and structuring affiliates at the national, regional and local levels, and assisting in the development of nonprofit programs administered on a group basis. This includes consolidated applications for tax-exempt status for the group.
  • Structuring controlled entities or companion and supporting for-profit enterprises, and advising on potential unrelated business income tax consequences.
  • Monitoring program-related investments and consulting on the advisability of prospective income-producing investments, as well as the proper characterization of such investments for federal income tax and other purposes.
  • Structuring and securing advance Internal Revenue Service (IRS) approval of pooled insurance funds for groups of governmental authorities, educational institutions and public nonprofit entities.
  • Advising on relationships, including executive and other compensation issues, which could jeopardize tax-exempt status.
  • Advising with respect to fiduciary obligations undertaken by the directors and officers of nonprofit organizations and structuring appropriate indemnification and insurance protections.
  • Representing nonprofit organizations before the IRS regarding audits and other investigations of our client organizations’ activities
  • Representing nonprofit organizations before federal, state and local courts, as well as administrative challenges and governmental assessments.
  • Advising on the development, construction, acquisition and financing of headquarters buildings and other office facilities for nonprofit organizations. We also help our clients with leasing and subleasing arrangements.

Links

International Revenue Service - Tax Information for Charities & Other Non-Profits
www.irs.gov/charities

Guidestar.org
www.guidestar.org

The Official Website of the Attorney General of Massachusetts
www.ago.state.ma.us/charity