Tax Exempt and Charitable Organizations

At Clark Hill, our Nonprofit team is dedicated to providing the clear answers and actionable solutions that tax exempt and charitable organizations need to succeed. Our veteran attorneys offer not only proven skill in the law, but also an understanding of the real-world, day-to-day challenges nonprofits face in order to realize their mission. Valued for delivering the right advice and a competitive value proposition, particularly compared to our peers, our team is practical, responsive, and focused on building lasting relationships with everyone we serve.

Our experience includes advising on the regulation of tax-exempt organizations by state and federal authorities, filing for and obtaining exempt status from the Internal Revenue Service (IRS), the treatment of unrelated business taxable income, and impact investing. We assist our clients with director and officer liability issues, corporate governance, lobbying and political activities, as well as all aspects of organization and operations.

Moreover, we frequently counsel individual clients and charitable organizations regarding charitable giving. Much of this work relates to planned giving techniques, such as charitable remainder and charitable lead trusts, pooled income funds, charitable gift annuities, installment bargain sales, the use of private foundations, donor advised funds, and community foundation component funds, and income and estate tax implications. We also provide counsel on gifting unusual assets like private business interests, real estate, and intellectual property.

Our attorneys are proactive in lobbying, advocacy, and legislative efforts affecting nonprofit organizations through participation in nonprofit committees of state bar associations, various American Bar Association committees, and through other groups. Notably, our firm participated in the preparation of comprehensive changes to the Michigan Nonprofit Corporation Act, as well as helped develop and refine key legislation limiting the liability of volunteer directors and trustees.

Clark Hill offers decades of experience in representing every type of tax-exempt entity, including:

  • Private, corporate, and community foundations
  • Professional and trade organizations
  • Civic and social welfare organizations
  • Art and cultural institutions
  • Healthcare and community mental health organizations
  • Hospital conversion foundations
  • Colleges, universities, and secondary schools
  • Economic development corporations
  • Human service agencies and religious groups
  • Other tax-exempt organizations

Experience

Representation of non-profit corporations in a wide array of zoning and land-use matters.

Counsel to a large not-for-profit community mental health services corporation in the successful out of court restructuring of its secured and unsecured indebtedness

Corporate formation of non-profit entities.
Represented corporations regarding obtaining §501(c)(3) status.
Prepare corporate governance materials and advise Board members on compliance with fiduciary duties for both for-profit and non-profit organizations.
Represented non-profit hospital in a conversion to for-profit status.
Counsel to a financial institution in connection with the structuring, negotiation and documentation of a $5,500,000.00 revolving credit facility provided to a non-profit corporation in order to refinance existing obligations and provide general working capital to the corporation. The credit facility is secured by a general blanket lien on all assets of the corporation, including the Federal Communications Commission ("FCC") commercial and non-commercial broadcast licenses with respect to the corporation, as well as the proceeds of any sale of such licenses. The credit facility involved unique issues with respect to the ability of lenders to take a security interest in FCC licenses, as well as issues with respect to a non-profit borrower
Drafted and revised corporate bylaws.
Documented corporate reorganizations for affiliated corporations.
Counsel to the lender in connection with secured bank-qualified and non-bank qualified credit facilities for a private, non-profit assisted living facility operator, the proceeds of which were used to refinance existing indebtedness and for providing working capital.
Counsel to the lender in connection with secured bank-qualified and non-bank qualified credit facilities for a private, non-profit assisted living facility operator, the proceeds of which were used to refinance existing indebtedness and for providing working capital.

Counsel to several private, independent schools and to their tax-exempt foundation arms.

News
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