Sharon C. Lincoln

Associate - Boston

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617.832.7000 Download vCard

Sharon Lincoln advises nonprofit entities in regard to all issues related to their tax-exempt status, including formation, funding, governance, regulatory compliance, restructuring, international grant making, lobbying, unrelated income and mergers and acquisitions. In addition, she assists clients in matters directly involving the Internal Revenue Service and the Massachusetts Department of Revenue, including audits, appeals and ruling requests. A variety of clients have turned to Sharon for guidance regarding federal and state tax matters in general, as well.

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  • Harvard Law School, J.D., cum laude
  • Dartmouth College, B.A. in History, summa cum laude, Phi Beta Kappa



Representative Experience

  • Advised several national charitable organizations regarding the federal tax laws regulating the participation of such charitable organizations in lobbying activities, including the expenditure test under Code section 501(h)
  • Assisted several different charities with structuring relationships (joint ventures, partnerships, etc.) with non-charitable entities
  • Provided a large tax-exempt healthcare organization with guidance regarding the excess benefit rules as they applied to compensation paid to the organization’s executives
  • Assisted several tax-exempt organizations with structuring and executing asset acquisitions and mergers
  • Assisted a national microfinance organization with structuring matters
  • Managed the IRS audit of a major university
  • Provided specific guidance regarding maintaining tax-exempt status to several national charities that were undergoing (or considering) significant restructuring
  • Assisted a large tax-exempt healthcare organization with tax aspects related to making a renewable energy investment
  • Assisted with the establishment of one of the first Massachusetts benefit corporations
  • Obtained private letter rulings for two different clients regarding Code section 355 spin-offs
  • Managed the DOR sales tax audit for a Massachusetts technology company
  • Assisted several clients engaged in renewable energy technologies to understand the energy and production tax credits under Code section 45 and 48

Professional Experience

  • Board of Student Advisors, Harvard Law School - helped to completely restructure the First-Year Legal Writing Program; taught legal research and writing to first-year law students 
  • Prior to law school, taught History at the Winsor School in Boston, MA and at the International School of Brussels in Belgium


  • Participated in the American Bar Association Tax Section’s task force on the alternative minimum tax and helped to draft the final report (2003-2004)
  • Member of the Steering Committee of the Boston Bar Association’s Tax Exempt Organizations Section
  • Member of the ABA Tax Section State and Local Tax (SALT) Executive Committee and chair of the SALT subcommittee on Tax-Exempt Organizations
  • Member of the Boston Bar Association and the American Bar Association
  • Board member of The Associates of the Boston Public Library
  • Board member of New England Women in Energy and the Environment
  • Co-presented "Funding Options Deep Dive for Social Impact, Non-profit and B-Corps" at MassChallenge, sponsored by The Capital Network (September 2012)
  • Co-presented "Contingency Planning and Collaboration Models" at the 2012 Non-profits and Charities Law Conference sponsored by the MA Attorney General’s Office (June 2012)
  • Moderator for "Taxation of Nonprofit Healthcare Institutions" panel at the ABA Tax Section Meeting (May 2012)
  • Presented "Nonprofit Mergers, Acquisitions and Other Strategic Alliances" at MCLE Nonprofit Law Conference (April 2012)
  • Presented "Executive Compensation at Tax-Exempt Organizations: Overview of Rules and Best Practices" at the Boston Bar Association (February 2011)
  • Co-authored and co-presented a program on limited liability companies at the Boston Bar Association (February 2008)
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Bar Admissions

  • Massachusetts