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Melissa Sampson  McMorrow, Nutter McClennen & Fish LLP Photo

Melissa Sampson McMorrow

Chair, Tax Department; Executive Committee / Boston

Overview

Melissa Sampson McMorrow chairs Nutter's Tax Department, co-chairs the Nonprofit and Social Impact practice group, and serves as a member of the firm’s Executive Committee. She advises businesses, tax-exempt entities, and individuals on federal, state, and international matters.

Melissa specializes in advising health care, higher education, cultural and other charitable and nonprofit organizations, and their affiliates, on a wide range of issues related to tax exemption and nonprofit status. She frequently represents these entities, and other taxpayers, before the Internal Revenue Service, state revenue authorities, state charity officials, and other state and local authorities. Melissa also regularly advises donors in developing and optimizing their charitable giving goals.

A sample of engagements includes:

  • Overseeing the tax aspects of corporate reorganizations of several large area charities
  • Regularly counseling local, regional, and national organizations regarding governance, best practices, and board operations
  • Structuring and overseeing mergers and acquisitions of nonprofit organizations
  • Representing charitable organizations in the receipt of complex gifts of all sizes
  • Advising charities on the application for and appeal of denials of charitable property tax exemptions
  • Representing charitable clients before the MA Attorney General's Nonprofit Organizations/Public Charities Division
  • Structuring joint ventures between nonprofit and for profit organizations
  • Providing creative solutions with respect to managing restrictions on compensation, lobbying, and unrelated business activities
  • Developing scholarship and disaster relief programs for independent and company-sponsored foundations
  • Devising operating procedures for the foreign grantmaking activities of private foundations and public charities
  • Obtaining private letter rulings from the Internal Revenue Service
  • Representing private foundations before the Internal Revenue Service, including to obtain abatement of penalty excise taxes
  • Counseling individual donors regarding the pros and cons of private foundations, supporting organizations, donor-advised funds, and other charitable giving vehicles
  • Representing social welfare organizations, trade associations, and social clubs with respect to operational matters and the creation of subsidiaries and affiliates

Melissa continues her leadership outside of Nutter as well. She served as the inaugural co-chair of the Boston Bar Association’s (BBA) Tax Exempt Organization Section. Currently, she serves as the co-chair of the Section's Chapter 180 Working Group, which is leading the effort to update the Commonwealth's nonprofit statute. Melissa has co-chaired both the MCLE Annual Nonprofit Seminar and the BBA’s Law Day Dinner. She has served on the strategic planning committee for the BBA and on the board of the Women’s Bar Foundation of Massachusetts. Currently, she is a member of the Women’s Bar Foundation’s Emeritus Board.

A sought-after speaker, Melissa presents at local and national conferences on matters affecting nonprofit organizations, including the Association of Independent Colleges and Universities in Massachusetts (AICUM), American Health Lawyers Association (AHLA), Boston Bar Association, MCLE, and most recently, the Opportunity Zone Expo in Las Vegas, the country’s leading conference mentoring industry leaders about beneficial tax incentives through the government’s new community development program established by Congress in the Tax Cuts and Jobs Act of 2017.

In recognition of Melissa’s outstanding expertise in this field, The National Law Journal selected her as a “Trusts and Estates Trailblazer” in 2016. She has been named to “The Best Lawyers of America” and “Super Lawyers” rankings for many years. In 2019, Melissa was named a “2019 Top Women of Law” by Massachusetts Lawyers Weekly.

Active in the community, Melissa is a member of the Finance Committee in the Town of Carlisle. Previously, she was a member of the Carlisle School Committee, serving as chair for three years and as a member of the Concord-Carlisle Regional School Committee for three years. She also was a board member of the Carlisle Education Foundation.

Prior to entering law school, Melissa was an analyst in the Tax Analysis Division of the U.S. Congressional Budget Office and at the U.S. Senate Budget Committee.

Experience

Experience

  • New England Commission of Higher Education (NECHE)

    Nutter created the New England Commission of Higher Education (NECHE), which is now the federally recognized regional accreditor of post-secondary institutions for the six New England states. NECHE assumed the business functions of the Commission on Institutions of Higher Education, previously managed by the New England Association of Schools and Colleges.

    NECHE’s scope includes the accreditation and pre-accreditation of institutions of higher education in Connecticut, Maine, Massachusetts, New Hampshire, Rhode Island, and Vermont that award bachelor’s, master’s, and/or doctoral degrees and associate degree-granting institutions in those states that include degrees in liberal arts or general studies among their offerings, including the accreditation of programs offered via distance education within these institutions.

  • CLASS and LifeLinks, Inc.

    Nutter served as legal advisor in the merger of LifeLinks, Inc., a human services agency headquartered in Chelmsford, MA, and CLASS, a human services agency based in Lawrence, MA.

  • Career Resources Corporation

    Nutter served as legal advisor to Career Resources Corporation, a human services agency headquartered in Haverhill, MA, in connection with its merger with Fidelity House Human Services, a human services agency based in Lawrence, MA.

  • Brighton Marine

    Nutter advised Brighton Marine on all aspects of the development of The Residences at Brighton Marine, a $46 million project that created 102 units of affordable housing in Boston with a preference for veterans. Nutter provided counsel on all aspects of the project, including the original strategic planning, the permitting, the formation of the joint venture with WinnCompanies, the ground lease to the joint venture, and the financing.

  • MNB Bancorp

    Nutter advised MNB Bancorp, the parent company of The Milford National Bank and Trust Company, a national bank, both of Milford, Massachusetts, in its acquisition by Independent Bank Corp. (NASDAQ Global Select Market: INDB). Independent is the parent company of Rockland Trust Company. The total value of the transaction was approximately $54 million.

  • Top-rated health plan

    Nutter represented a top-rated health plan in the acquisition of a Medicaid provider of health insurance in a transaction valued at $130 million and included earn-outs.

  • Major nonprofit hospital system

    Nutter acted as special counsel to the Board of Governors of a major nonprofit hospital system in connection with the sale of the system to a for-profit entity. We were independent counsel to the Board with respect to fiduciary duties and processes in evaluating and approving the proposed transaction. Nutter also provided advice with regard to officers and directors liability insurance.

  • Nonprofit merger

    Nutter represented a nonprofit corporation in its consolidation with another not-for-profit corporation in a similar but complementary line of business. We provided advice on the structure of the transaction, from the tax exempt, regulatory, and corporate perspectives. We documented and negotiated the transaction, and provided advice to the board of directors on governance considerations.

  • Nonprofit restructuring

    Nutter represented a nonprofit corporation in a restructuring of its unusual and complicated corporate structure involving not-for-profit and for-profit corporations. We provided tax, corporate, regulatory, and governance advice to our client to enable it successfully to complete the restructuring.

News & Insights

News

Honors

Honors

  • Massachusetts Super Lawyers, 2014-2019
  • Massachusetts Super Lawyers Rising Stars, 2007-2011
  • The Best Lawyers in America, 2013-2020
  • The National Law Journal, “2016 Trusts & Estates Trailblazer”
  • Massachusetts Lawyers Weekly, “2019 Top Women of Law”

Education & Admissions

Education

University of California, Hastings College of the Law, J.D., cum laude, Order of the Coif, Thurston Society
Miami University, B.A., cum laude, Phi Beta Kappa

Admissions

  • Massachusetts
  • U.S. Tax Court

Industry Expertise

Melissa served as the inaugural co-chair of the Boston Bar Association’s Tax Exempt Organization Section. Currently, she serves as the co-chair of the Section's 180 Working Group, which is leading the effort to update the Commonwealth's nonprofit statute.

Noteworthy

  • Massachusetts Super Lawyers, 2014-2019
  • Massachusetts Super Lawyers Rising Stars, 2007-2011
  • The Best Lawyers in America, 2013-2020
  • The National Law Journal, “2016 Trusts & Estates Trailblazer”
  • Massachusetts Lawyers Weekly, “2019 Top Women of Law”
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