Wiggin and Dana's Tax Exempt Organizations Practice Group represents many tax-exempt entities, including health care, charitable, educational, religious, social service, economic development, artistic, and cultural organizations, as well as private foundations, trade and professional associations, and social welfare organizations. Over the years of our engagement with tax-exempt organizations, our lawyers have developed the skills and knowledge to identify and address their special corporate governance, tax exemption, antitrust, business, regulatory, and operating issues and concerns. The breadth and extent of our practice in this area means we are experienced with their unique needs and serve them efficiently.
The range of our practice is illustrated by a few representative tax-exempt clients, including, Yale New Haven Health System and its hospitals, Yale University, Quinnipiac University, Wesleyan University, and Connecticut College. General charitable and cultural clients include the Community Foundation for Greater New Haven and Mystic Seaport Museum, and representative trade and professional associations include the American Institute of Marine Underwriters and the Connecticut Hospital Association.
Wiggin and Dana routinely advises tax-exempt associations and organizations on all aspects of governance and corporate structure, whether routine or complex.
- Governance practices of tax-exempt organizations need to be transparent and effective. Our lawyers routinely counsel tax-exempt organizations on the duties and liabilities of directors, expectations for their conduct, and protections from liability, including indemnification rights; the identification and management of conflicts of interest; codes of conduct for officers, directors, and top management; and best governance practices. We have also designed and provided board trainings on the obligations of directors and on conflicts of interest.
- We routinely advise boards of directors and management on questions of bylaw interpretation; applicable state and federal law; procedural requirements for meetings, votes, notices, and the like; and committee structural questions including audit and compensation committees.
- We have assisted numerous tax-exempt organizations with the creation of related entities, including charitable foundations, for-profit subsidiaries, and other special purpose affiliates. We understand how to structure board and control relationships to achieve the desired governance relationships consistent with tax and regulatory considerations.
- Tax-exempt membership associations present special and at times challenging governance issues. Our representation of numerous organizations that have voting memberships has provided us with experience in helping organizations manage member-related issues and meetings.
Exemption and Structure
We routinely counsel §501(c)(3) and 501(c)(6) organizations on issues related to federal and state tax exemption and taxes.
- We provide advice on basic exemption requirements, unrelated trade or business activity and income, prohibited or restricted activities, Form 990, the federal Intermediate Sanctions, and disclosure obligations.
- We advise organizations about the creation of related or controlled exempt and taxable organizations, structure the governance and corporate relationships, and advise about the tax effects of transactions and financial relationships between the different categories of related exempt organizations in both simple and complex systems.
- We assist 501(c)(6) trade associations with associated political action committees, trade shows, and offering benefits to members.
- We work with clients to create related special-focus organizations, joint ventures, and other collaborative relationships with both affiliated and unaffiliated organizations and handle mergers, acquisitions, and other corporate reorganizations.
- We provide counsel on state property tax exemption questions and routinely handle property tax exemption hearings and judicial appeals.
We advise on a wide array of issues related to charitable funds, including issues related to the investment, management, and expenditure of endowment and other charitable funds and the construction of gift terms. We handle judicial cy pres actions and are experienced in working with the Office of the Attorney General in charitable funds matters. We also advise on charitable solicitation regulation.
Because of the breadth and size of the firm's work with tax-exempt organizations, attorneys from other practice areas, such as antitrust, business, employment, real estate, and litigation work regularly with our tax exemption lawyers and are familiar with the special concerns and limitations of tax-exempt organizations.