Schiff Hardin has an intense commitment to serving the legal needs of tax-exempt organizations, matched by significant experience and practice capabilities in this area.
Schiff Hardin, particularly through its Private Clients, Trusts and Estates Group and Tax Group, as well as other firm practice areas, provides comprehensive counsel to a wide array of public and private philanthropic, health care, medical and scientific research, housing, neighborhood redevelopment, cultural, artistic, civic, college and educational, and religious organizations, as well as social welfare organizations, trade associations and business leagues, business and housing cooperatives, and professional fundraisers. We have considerable experience in addressing income and excise tax rules, donation agreements, endowments, charitable trusts and other fund raising activities, including state regulation of such activities.
Our services involve skilled and experienced attorneys from most of the legal disciplines in which Schiff Hardin practices. A large percentage of our attorneys performs work related to tax-exempt organizations.
Specific Services to Tax-Exempt Organizations
Schiff Hardin provides practical and cost-effective advice in virtually every aspect of a tax-exempt organization's activities. Our attorneys thoughtfully take into account each organization's unique needs and concerns while providing a wide range of specific and sometimes highly complex services. We are regularly engaged to provide services that run the gamut from carefully crafting the structure of an organization at the time of formation to ongoing operations. Our services are specifically tailored to each organization's particular needs, including an emphasis on both the practical limitations tax-exempt organizations face, as well the more technical issues such as federal and state taxation, regulatory compliance, tax disputes and litigation.
Business Formation, Organization and Achievement of Tax-exempt Status
Schiff Hardin attorneys are experienced in all aspects of business start-up. We understand that decisions made during the formation process directly affect an organization's future success. Accordingly, we advise clients on structuring issues, including choice of entity structure and filing for tax-exempt status.
We also work with our clients to ensure full compliance with both state and federal laws, while counseling with respect to governance structures and best practices, including the application of Sarbanes-Oxley to the tax-exempt sector.
We regularly assist our clients with annual tax filings, public disclosure requirements, accounting issues, and various required employment and state corporate filings. Our attorneys monitor changes in activities to ensure continuing qualification for exemption and maintenance of public charity status. This includes such activities as lobbying, providing services, proposed transactions and foreign expenditures. We also counsel clients regarding activities involving charitable solicitation registration, as well as federal and state disclosures.
Real Estate Transactions
Tax-exempt organizations face unique challenges with respect to real estate issues. Schiff Hardin attorneys are sensitive to those needs and have significant experience in guiding organizations through matters arising from commercial and residential development (including long-term ground leases), the rent and sale of properties, debt financing, and private foundation ownership of real estate.
Governance and Operations
Schiff Hardin attorneys regularly provide counsel with respect to board composition and selection; director, officer and executive compensation; and board oversight of organizational activities. We also advise on board self-evaluations and fiduciary duties.
Our attorneys advise clients with respect to day-to-day operations, including fiscal agent agreements, publicity releases, licensing, employment/independent contractors, contracts, investment policy statements, conflict of interest policies, affiliation agreements, administration, and member relations.
Private Foundation Rules
Schiff Hardin attorneys are experienced in counseling clients on matters involving special rules for private foundations. Our attorneys regularly advise on issues concerning self-dealing, compensation and reimbursement, minimum distribution requirements, excess business holdings, jeopardizing investments, and taxable expenditures.
The ability to raise adequate funds is crucial to the success of an organization. Schiff Hardin attorneys have worked with boards of directors and management to guide and direct fundraising goals. We have advised clients with respect to the following fundraising issues and activities:
- Unrelated business income tax (UBIT)
- Charitable games (raffle, bingo, etc.)
- State registration for solicitation
- Professional fundraisers and fundraising counsel
- Acknowledgement of gifts
- Public charity status
- Grant applications
- Corporate sponsorships
- Special events
- Affinity cards
- Planned giving and major gift programs
- Enforcing charitable pledges
We have also counseled professional fundraisers and professional fundraising consultants with respect to state registration requirements, preparation of contracts, bonding and other compliance and filing requirements.
Our attorneys frequently assist organizations with donor contributions, including charitable remainder and lead trusts. We have advised on charitable gift annuities and pooled income funds, with respect to state and federal law compliance, and donor-advised funds. Our attorneys have also worked with clients to review and develop gift acceptance policies.
Schiff Hardin attorneys also have counseled donors with respect to charitable contributions, including donation of appreciated property, non-marketable assets, real estate interests (including environmental issues), and large gifts; donations to donor-advised funds, and split-interest trusts (including charitable remainder and charitable lead trusts); making of pledges; charitable gift annuities; and bequests and other deferred-giving techniques. We also have extensive experience with early termination of charitable remainder trusts.
To help our clients attract new donors, we frequently advise clients with respect to new endowment programs. We also counsel on governance and control of funds, creditor protection and restrictions on use. Our attorneys advise clients with respect to accounting issues and application of the Uniform Management of Institutional Funds Act.
Tax-Exempt Financing Opportunities
Schiff Hardin is nationally recognized bond counsel, well known for our experience, talent and creativity as bond counsel and counsel in other capacities in public finance transactions. Our attorneys have counseled clients - including hospitals, universities, libraries, museums, retirement facilities, and religious institutions - on their ability to borrow at tax-exempt interest rates for construction or equipment acquisitions.
Our experience, knowledge, depth and talent in public finance allow us to serve in many different capacities in a broad array of public finance transactions.
Joint Ventures and Other Business Combinations
Joint ventures with for-profit businesses are common, but must be carefully structured. Schiff Hardin attorneys have experience structuring for-profit subsidiaries of nonprofits, partnerships involving for-profit and nonprofit entities, and mergers between nonprofits, including mergers of nonprofit and for-profit entities.
Schiff Hardin attorneys have experience in foreign transactions, including overseas grant-making, overseas direct expenditures, anti-terrorism rules, special withholding rules, and in establishing charitable organizations in foreign jurisdictions, as well as domestic "friends of" organizations.