Nonprofits and Exempt Organizations

Tax-exempt organizations often face a unique set of legal challenges in connection with mergers, acquisitions, sales, conversions, joint ventures and other business combinations.  Those challenges are sometimes additionally complicated by other highly regulated industries, such as health care. Shipman's tax-exempt organizations team, led by Melissa Mack, counsels nonprofits in a variety of legal disciplines and on a wide range of matters. We call on a deep bench of multidisciplinary lawyers in our healthcare, school law, employee benefits, labor and employment, trusts and estates, corporate, finance, data privacy and protection, environmental and construction practices who frequently address complex issues for our nonprofit clients.

Shipman's clients are diverse and include healthcare organizations, colleges, universities, independent schools and other educational entities, supporting organizations, social services agencies, corporate and family foundations, arts and cultural entities, social clubs, religious organizations, cemetery associations, trade associations, fraternal organizations, municipalities and quasi-governmental entities.

Our services include:

• Formation of tax-exempt and nonstock organizations
• Tax-exempt status and resolution of private foundation/public charity status 
• IRS and state audits, investigations and inquiries
• Corporate governance
• Reviews of annual returns of exempt organizations (IRS Form 990)
• Reviews of business activities and potential effects on tax-exemption
• Compliance with prohibitions on activities to avoid private foundation excise taxes
• Liability for the tax on unrelated business taxable income 
• Endowment funds and investments and compliance with the Uniform Prudent Management of Institutional Funds Act (UPMIFA)
• Interactions with state attorney generals
• Local real and personal property tax-exemptions
• Fiscal sponsorships
• Charitable donations and planned giving programs and compliance with laws regarding solicitation of charitable contributions
• Gift acceptance
• Dispute resolution involving interpretation of donor intent, gift instruments, charitable pledges, and donor standing to challenge the institutional use of charitable funds
• Contract drafting, review and negotiation
• Joint ventures and affiliations with taxable and tax-exempt entities
• Merger, reorganization and dissolution of exempt organizations 
• Conversion of exempt organizations to for-profit status 
• Qualified and nonqualified pension plans, employee benefits, executive compensation
• Employment matters, including Federal and state payroll taxes
• Confidential data protection, rights and security
• Tax-exempt financing, including State of Connecticut Health and Educational Facilities (CHEFA) bond issues 
• Intellectual property
• Immigration