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www.nutter.com

Nonprofit and Social Impact Advisors

On February 1, 2017, Nutter Charitable Advisors unveiled its new name, Nonprofit and Social Impact Advisors (NSIA), better reflecting the breadth of the group’s capabilities for supporting the work of nonprofit corporations, social impact ventures, family foundations, and philanthropists in achieving their charitable, social welfare, and civic goals. NSIA’s interdisciplinary approach provides legal counsel to clients on corporate governance; tax analysis, structuring, and reporting; fundraising; program and mission related investing, advocacy; domestic and international grantmaking; and planned giving, as well as on the wide array of nonprofit and for-profit vehicles available for mission-driven businesses and individuals. NSIA also offers a full suite of family-office services to foundation clients, including investment advisory, trust accounting, grants management, and tax preparation services.

Overview

The Nonprofit and Social Impact Advisors practice group provides a wide range of services to both non-profit organizations and individuals and businesses who contribute to such organizations.  Among the firm’s clients are national and local public charities, including several educational institutions within the Greater Boston area, trade associations, chambers of commerce, social welfare organizations, social clubs and private foundations, as well as generations of philanthropic families.  In addition to providing legal advice and expertise in strategic planning, we offer investment advisory, trust accounting and tax preparation services to our charitable clients.

The boards and executive directors of public charities look to Nutter for advice on a wide variety of legal and practical issues.  By its very nature, this representation draws on experience from several of our departments and practice groups.  We work with public charities to amend their organizational documents, establish affiliated organizations, modify restrictions on their use of monies, comply with federal and state regulations, protect their intellectual property, and observe corporate formalities.

Nutter represents its non-profit clients in the planned giving and development context, as well.  We assist with major capital campaigns, review promotional literature, negotiate complex gifts, establish endowed chairs and oversee interests in estates and trusts.

We advise individuals and families in virtually every area of charitable giving, whether in structuring a gift to an established organization or in creating and funding an entirely new organization, such as a private foundation.  Our team works closely with founders, boards of trustees and often the next generation to develop giving programs that are unique to the client. 

Our services to private foundations are comprehensive.  We advise on all aspects of private foundation operation, from drafting the trust or corporate documents and preparing the application for tax-exempt status to, in some cases, assisting with the reorganization, merger or termination of the entity.  Our attorneys, charitable foundations manager, trust department, tax accounting department and other staff members provide a full complement of support throughout the grantmaking and reporting processes.

In addition, through Nutter Investment Advisors, a wide range of investment advisory services are available to our charitable clients.  Nutter Investment Advisors has over $1 billion in funds under management and its investment professionals are committed to tailoring an investment strategy that meets the client’s goals for the financial security and growth of his or her charitable endeavor.

SERVICES TO PUBLIC CHARITIES AND OTHER NON-PROFIT ORGANIZATIONS

Nonprofit and Social Impact Advisors provides a wide range of services to all types of public charities – from those that have a national reach to others with a purely local focus.  We represent other non-profit organizations, including trade associations, chambers of commerce, social welfare organizations, social clubs and other non-profit organizations.  We provide specialized counsel to donor advised funds, educational institutions, health care organizations, museums, organizations promoting the arts and community groups, by offering the following services:

Initial steps

  • Establish entities organized for non-profit and charitable purposes, including donor advised funds and supporting organizations
  • Counsel regarding the implementation of appropriate grantmaking procedures and scholarship programs
  • Advise regarding budgetary issues, board composition and conflicts of interest safeguards
  • Obtain tax-exempt status from IRS and approvals from state revenue authorities and the Attorney General
  • Assess availability of local property tax exemptions, and/or negotiate PILOT agreements

Operations and tax compliance

  • Analyze transactions to minimize intermediate sanctions exposure
  • Review activities to minimize sources of unrelated business income
  • Advise regarding applicable restrictions on lobbying and political activity
  • Monitor tax, accounting and government filing requirements
  • Institute safeguards to protect intellectual property rights
  • Review management contracts, leases, fiscal sponsorship arrangements, service provider agreements and licensing or royalty agreements
  • Represent organizations before the IRS, state revenue authorities and the Attorney General
  • Prepare industry-specific guidelines, including non-discrimination policies for educational organizations and charity care and community benefit programs for health care related organizations
  • Review foreign grantmaking activities for compliance with applicable law
  • Assist with employment issues, including employee and consultant contracts, compensation determinations, benefit plans and reporting requirements
  • Review website content to ensure proper practices are maintained

Implementing complex structures and strategies

  • Create multi-tiered entities to address non-profit and business goals
  • Structure joint ventures with for-profit entities
  • Negotiate and execute mergers, consolidations and reorganizations and asset transfers with non-profit and for-profit entities
  • Create subsidiary organizations to minimize potential liabilities from lobbying and unrelated business activities
  • Provide liability protection through disregarded entities, for example, to isolate potential or existing environmental costs
  • Represent exempt borrowers in taxable and tax-exempt financings

Winding down

  • Counsel on appropriate disposition of assets
  • Prepare court petitions and other required documents for liquidation and dissolution

Governance and risk management

Federal and state regulators have increased their focus on the governance of charitable organizations, importing many concepts that have been developed in the for-profit arena.  Nutter attorneys work to help charitable organizations comply with all aspects of corporate governance and risk management.  We advise our charitable clients, including their officers, directors and board committees, on a wide range of governance and compliance issues.  To this end, we:

  • Help officers and directors understand their fiduciary responsibilities
  • Advise officers and directors how to minimize personal liability
  • Work with organizations to develop policies and programs that reflect best practices in corporate governance including:
    • Charter and bylaw provisions
    • Conflict of interest policies
    • Indemnification policies
    • Customized codes of ethics
    • Audit committee charters
    • Investment policies
    • Whistle blower policies
    • Internal control policies
    • Personnel policies
  • Provide governance advice in connection with mergers, acquisitions, dissolutions, affiliate relations and related party transactions
  • Conduct internal investigations where allegations of wrongdoing arise
  • Provide advice and representation before the Attorney General, the Internal Revenue Service and other state and federal regulators in the event of government investigations
  • Furnish strategic advice and crisis management
  • Advise clients regarding director and officer liability insurance
  • Assist with compliance with the Uniform Institutional Management of Funds Act

SERVICES TO PRIVATE FOUNDATIONS

Within the universe of tax-exempt organizations, private foundations have their own set of complex regulatory rules.  Nonprofit and Social Impact Advisors draws upon the extensive experience of attorneys in several fields of law to advise private foundations, and those who establish such organizations, on navigating these rules.  In addition to the Services to Public Charities and Other Non-profit Organizations and Governance and Risk Management assistance described above, we offer the following services which are of particular relevance to private foundations:

Initial steps

  • Review client’s charitable goals as part of overall estate plan to determine the most appropriate entity – grantmaking foundation, private operating foundation, supporting organization, donor advised fund or other lifetime or testamentary charitable vehicle – to achieve those goals
  • Determine whether private foundation should be organized as a trust or non-profit corporation
  • Devise organizational structure to achieve desired level of donor recognition or anonymity

Operations and tax compliance

  • Provide administrative services to private foundations, including custody of funds, recordkeeping and tax preparation
  • Provide investment advice and management services with respect to private foundation assets
  • Provide advice regarding applicable restrictions on self dealing, excess business holdings, jeopardizing investments, unrelated business income and other rules governing private foundations

Grantmaking

  • Identify and evaluate potential grantees in accordance with the mission of the foundation
  • Investigate activities and legal status of potential grantees to ensure compliance with private foundation rules, including rules related to legislative and political activity
  • Prepare grant agreements and facilitate payment of grants
  • Prepare expenditure responsibility reports
  • Provide ongoing monitoring of grantees’ use of funds
  • Ensure compliance with mandatory distribution requirements

Planned giving and development

Nutter represents its non-profit clients in the planned giving and development context, as well as advises its donor clients in structuring gifts that meet their charitable and tax-saving goals.  We draw upon broad expertise gained from counseling both charitable organizations and philanthropists to: 

  • Assist academic and other institutions in preparing for major capital campaigns
  • Deliver presentations to members of development offices and provide written client advisories on new or evolving areas of law
  • Provide standard form documents for charitable remainder trusts, pledges, gift annuities and the like, as well as documents tailored to particular prospective donors
  • Review promotional literature and fundraising materials
  • Review donor advised fund practices and gift giving procedures
  • Prepare gift acceptance policies, including policies regarding acceptance of closely-held stock, LLC and partnership interests, S corporation stock, real estate interests, conservation easements and other intangible property
  • Represent charities and donors regarding negotiation of complex lifetime and planned gifts, including contributions of interests in real estate, stock in closely-held corporations and art work
  • Counsel on proper procedures for obtaining qualified appraisals for non-cash gifts
  • Counsel on the use and investment of endowment and restricted funds, including the release of outdated and impracticable restrictions on institutional funds
  • Advise charitable clients on their interests in estates and trusts
  • Assist in the establishment of endowed chairs
  • Review articles of incorporation and by-laws to ensure that the documents provide no technical constraints on fundraising efforts
  • Register organizations with the Attorney General, obtain certificates of solicitation, and assist with the registration of professional solicitors