Charities

 UK

• We provide a full range of services to our charity and not-for-profit clients, including:
• Application of equalities legislation to charitable trusts
• Charity Commission investigations and compliance
• Charity creation and registration
• Collaboration and merger
• Commercial contracts
• Constitutional reviews
• Data protection and privacy
• Dispute resolution
• Finance (including bank facilities and other third-party debt)
• Fundraising and arrangements with corporate supporters
• Governance matters
• Grant-making best practice
• Insolvency
• Internal membership disputes
• Investment
• Legacy disputes
• Pensions matters
• Property acquisition disposal and development
• Regulatory compliance
• Reputation management
• Restructuring and reorganisation
• Safeguarding
• Social investment and finance
• Special trusts, restricted funds and endowments
• Sponsorship
• Tax advice
• Trading
• Trustee training
• Trustees' duties and responsibilities.

We have particular experience in the following areas:

• Charity mergers, hive-offs, partnerships/collaborations
• Compliance with regulatory requirements
• Trustee training
• Fundraising and legacy management
• Negotiations with the Charity Commission
• Public benefit auditing
• Charity creation and registration
• Investment and tax advice.

We have expertise across a range of sectors, including:

• Commercial
• Corporate
• Dispute resolution and litigation
• Education
• Employment and pensions
• Financial institutions
• Gaming
• IP, technology and data
• Private wealth 
• Public services and third sector
• Real estate.
   

US

Our lawyers in the US work with non-profit organisations throughout every stage of growth, from formation to termination. Some areas where we have significant experience include:

• Creating new private foundations and public charities, including supporting organisations’ application of equalities legislation to charitable trusts
• Forming tax-exempt community revitalisation organisations to raise funds while lessening the burden of government
• Assisting university medical centers in creation of tax-exempt research parks and recognition as a Community Development Corporation (CDC)
• Restructuring relationships among non-profit organisations, such as hospitals and their affiliates
• Working with families and donors to establish private foundations, supporting organisations, religious ministries and other new charities
• Advising on the formation of museums as well as the organisation and operation of various arts organisations
• Assisting organisations with fundraising rules and strategies, including planned giving, gift acceptance policies, the receipt and management of assets from estates and trusts, non-marketable assets, grantmaking to domestic organisations and grant making to foreign organisations
• Providing advice on grant-making best practice
• Advising non-profit organisations, tax-exempt hospitals and continuing-care retirement communities (CCRCs)
• Property acquisition, disposal, and development
• Advising non-profit organisations regarding their by-laws, organisation and governance
• Advising organisations on the preparation of the IRS Form 1023, Form 990-PF and Form 990, including hospitals, exempt affiliates of hospitals, retirement homes, museums, private operating foundations, research organisations, colleges and universities
• Advising tax-exempt organisations on relationships with for-profit entities, including joint ventures between non-profit organisations and for-profit entities
• Providing general corporate governance advice (actions without meetings, resolutions, bylaws, policies, etc.)
• Bankruptcy and insolvency counsel
• Advising and filing state charitable solicitation licenses and commercial co-venture licenses
• Data protection and privacy issues
• Advising boards of directors with regard to fiduciary duties and responsibilities
• Creating for-profit blocker entities regarding unrelated business income tax
• Creating subsidiary limited liability companies of non-profit, tax-exempt parent organisations
• Establishing and advising Internal Revenue Code Section 501(c)(4) and 501(c)(6) organisations
• Advising with regard to tax-exempt financings
• Advising with regard to tax-exempt mergers and acquisitions
• Dispute resolution and litigation.

UK

• We advised a large national charity on its ground-breaking third-party financing initiative in order to manage better the cyclical nature of its cash flows and to ensure that it could maximise the returns on its investment portfolio. We advised on all aspects of this transaction including the powers of the organisation, obtaining regulatory consent, as well as negotiating and implementing the details of the financing arrangements with the bank 
• A large endowed care charity asked our advice on arrangements with its trading subsidiary to ensure that the non-charitable aspects of a new care-village development were properly structured
• Our team advised a British association on amendments to its constitution to introduce modern and effective governance and to revive its approach to the election of trustees from amongst its membership. A priority for the client was to maintain the links to the membership and their engagement with the association
• A large disability charity sought our help on the wholesale review of its constitutional arrangements and sitting on the all (interested) parties' working group overseeing the implementation of changes to its constitution. This process involved a complete overhaul of the make-up of the governing body and the methods of appointment, the introduction of a nominations committee and the introduction of transitional arrangements for 18 months post-implementation. We also streamlined the membership structure, reducing the number of members and introducing an assembly forum
• We worked with a religious charity being investigated by the Charity Commission following the significant loss from a property investment overseas. We advised the trustee board on the proper management of conflicts of interest; appointing new trustees to consider the best interests of the charity; advising the trustees on the steps that could be taken in the US to recover their investment; advising the current trustees on the likelihood of a claim for restitution against the former trustees; and representing the charity to the Charity Commission. Our advice was given in a robust but sensitive manner to ensure that following completion of the Charity Commission's enquiry, the charity will be able to go forward successfully
• We advised a university on its joint venture with a delivery partner, whereby a new centre for educational excellence would be created, together with the building of a new accommodation block to be used for mixed student and commercial use. We provided initial advice on the legal structures/vehicles which could be used to develop/construct and/or operate the centre and the accommodation, and ensure the protection of the university’s commercial and financial interests in the arrangements. As the project progressed we also advised on the tax issues associated with the project, funding matters, procurement and state aid. The team also latterly provided construction and property advice.

US

• We helped to establish disaster relief organisations after natural disasters, including by expedited review from the IRS
• Our team reorganised a charitable client’s corporate structure and created a for-profit subsidiary to allow for the sale of intellectual property and corresponding services while minimising unrelated business income tax
• We represented a large non-profit organisation with its national charitable solicitation license compliance program to enable it to implement national fundraising campaigns
• Our lawyers provided corporate counsel to a non-profit corporation that is the largest employer of people who are blind or visually impaired in the United States, in a variety of strategic, general corporate and transactional matters
• We assisted non-profit organisations with the creation of policies and procedures. Our team advised a non-profit corporation with regard to co-venture fundraising strategies with for-profits.