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Nonprofit and Social Impact

Overview

This experienced practice group provides services to non-profit organizations, individuals and businesses, utilizing an interdisciplinary team approach that focuses on each client's specific needs. 

We provide legal counsel to clients on corporate governance; tax analysis, structuring, and reporting; fundraising; program and mission related investing, advocacy; domestic and international grant making; and planned giving. In addition, we provide insight and guidance related to the wide array of nonprofit and for-profit vehicles available for mission-driven businesses and individuals. We also offer a full suite of family-office services to foundation clients, including investment advisory, trust accounting, grants management, and tax preparation services.

Our Practice
Nutter’s Nonprofit and Social Impact practice group provides a wide range of services to both nonprofit organizations and individuals and businesses who contribute to such organizations. We counsel educational, healthcare and cultural institutions, as well as donor advised funds, corporate and family foundations, and generations of philanthropic families. Our reach expands beyond charitable organizations to include trade associations, chambers of commerce, social welfare organizations, social clubs, and for-profit enterprises intent on developing or enhancing their philanthropic strategies.

We advise board members, senior leaders, and philanthropists on a wide variety of governance, strategic planning, operational, gift planning, and risk management issues. By its very nature, this representation draws on experience from several of our departments and practice groups, including corporate, private client, real estate, tax, intellectual property, labor and employment, and litigation. In addition to providing legal advice and expertise in governance and strategic planning, we offer investment advisory, trust accounting and tax preparation services to our clients. With the assistance of Nutter Investment Advisors, which has over $1 billion in funds under management, we can tailor an investment strategy that meets the client’s philanthropic goals.

Services Public Charities and Other Non-Profit Organizations
The Nonprofit and Social Impact practice group 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 provide specialized counsel to donor advised funds, educational institutions, health care organizations, museums, organizations promoting the arts and community groups. We also represent trade associations, chambers of commerce, social welfare organizations, social clubs and other non-profit organizations, by offering the following services:

Initial steps

  • Establish entities with optimal legal structure for the client’s objectives
  • Advise regarding governance, board composition and conflicts of interest issues
  • 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
  • Advise regarding budgetary issues, board composition and conflicts of interest safeguards

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 governance 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
  • 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

Services to Private Foundations
Within the universe of tax-exempt organizations, private foundations have their own set of complex regulatory rules. The Nonprofit and Social Impact practice group 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 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
  • Devise organizational structure to achieve desired level of donor recognition or anonymity

Operations and tax compliance

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

Grantmaking and impact investing

  • Identify and evaluate potential grantees aligned 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
  • Counsel on legal issues with mission-related, as well as program-related, investing
  • Structure program-related investments (PRIs)

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 planned gifts to meet their charitable and tax-saving goals.  We draw upon broad expertise gained from counseling both charitable organizations and philanthropists to:

  • Assist charitable institutions in preparing for major capital campaigns
  • Deliver presentations to members of development offices and provide written client advisories on new or evolving areas on fundamentals of tax rules and best practices 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 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 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
  • Represent organizations before the Attorney General Nonprofit/ Charities Bureau in compliance and advocacy matters

View Practice Team

Representative Matters

Representative Matters

  • Felicia M. DeLorenzo Scholarship Foundation

    Tom Jalkut, Julia Cosentino and Tom Rockwell worked closely with the directors, including a representative of Ms. DeLorenzo’s family, to identify the particular qualities in today’s students that Ms. DeLorenzo would most want to recognize and reward, principally a strong work ethic, care for others and commitment to the Arlington community, and then developed an application and selection process that has allowed as many as 150 applicants to be carefully considered for awards ranging in size from $2,000 to $20,000 each spring season. This same team, along with Nutter’s Trust and Tax Accounting groups, has managed the Foundation’s corporate filings, federal and state nonprofit reporting, website development, on-line application support, award payments, accounting, and publicity. Nutter Investment Advisors has provided investment management services to the Foundation, as well.

  • Nutter assists Congregation Mishkan Tefila in sale and relocation of campus

    Represented Congregation Mishkan Tefila (CMT) in two related transactions: (1) the sale of CMT’s land and buildings in Chestnut Hill to nearby Boston College, and (2) CMT’s relocation to the Brookline campus of Congregation Kehillath Israel (CKI), including the negotiation of a unique, complicated co-location agreement with CKI addressing multiple real estate, operational, and programmatic issues.

  • Disposition of real estate

    Representation of YMCA of Greater Boston, Inc. in connection with a complex, 3-party sale of a portion of 316-320 Huntington Avenue to PPC Land Ventures, Inc. and Northeastern University for a new dormitory, including complex easement agreements, conveyancing and land use permitting matters.

  • Major nonprofit hospital system

    Special Counsel to the Board of Governors in connection with sale of the system to for-profit entity. Independent counsel to the Board with respect to fiduciary duties and processes in evaluating and approving the proposed transaction. (Firm 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, both 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.

  • Successfully persuaded USAO not to bring action for alleged Stark and anti-kickback violations

    Represented hospital in responding to subpoena by OIG and USAO alleging Stark and anti-kickback violations.

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