Overview
The Nutter Charitable 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
Nutter Charitable 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 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
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. Nutter Charitable 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