Morris, Manning & Martin, LLP, provides a wide range of legal services to nonprofits and other exempt organizations. The collective expertise of our exempt organizations practice group includes decades of experience in all practice areas, including tax, corporate governance, intellectual property, employment, real estate, healthcare, and environmental law. We serve as strategic consultants to our exempt organization clients and approach each matter with a well-rounded perspective, allowing us to provide inventive, cost-effective and creative solutions to your legal needs.

Attorneys in our exempt organizations practice group are drawn from numerous disciplines. Through our flexible interdisciplinary approach, we can structure comprehensive legal solutions that address the issues you face as an exempt or nonprofit organization, from the everyday to the unique.

Business Transactions

We are prepared to handle every type of business matter your exempt organization may encounter, from tax issues, intellectual property protections and technology licenses, employee benefits, healthcare, and commercial lending to dispute resolution, real estate transactions and corporate governance. In recent years, exempt organizations have trended towards for-profit and entrepreneurial activities, increasing the number and complexity of their business transactions. Many exempt organizations are building consolidated entities that are affiliated, exempt and taxable. Our attorneys advise new or evolving organizations on the benefits of various types of business entities, and we counsel clients on handling the intricate relationships involved with governing boards. We have extensive experience helping clients structure effective corporate governance and financial safeguards, and regularly negotiate and document transactions, implement tax efficient business arrangements, and develop, negotiate and execute joint ventures and other business relationships.

Tax

Exempt organizations operate under and are governed by complicated tax laws, especially on the federal level. Our attorneys have extensive experience forming and organizing tax-exempt organizations and obtaining federal and state exempt status. Once secured, we provide continuing advice on maintaining and protecting tax-exempt status. This includes the tax consequences of an entity’s operations and activities ranging from sophisticated investment activities to participation in ancillary for-profit subsidiaries, joint ventures, technology transfers, and other activities.

In addition, we advise our exempt organization clients on unrelated business taxable income (UBTI) and unrelated debt financed income (UDFI), counsel them on the prohibitions against private inurement and other improper benefits, and provide guidance with respect to compensation arrangements and other potential excess benefit transactions.

Our attorneys are very familiar with private foundations, including annual distribution requirements and the rules on grant making, as well as the prohibitions against self-dealing, excess business holdings, and taxable expenditures.

Charitable and Planned Giving

We regularly advise clients on issues relating to charitable gifts and planned giving, including conservation easements and other partial interest gifts, charitable trusts, and gifts of business interests of various types. We design both complex and simple gift structures.

We work with our exempt organization clients to counsel them on rules governing charitable solicitation, including federal tax requirements and state solicitation statutes. We also frequently advise on the special regulations regarding professional fundraisers and charitable sales promotions, including the intricate rules governing raffles, sweepstakes, and auctions.

Healthcare Organizations

Our attorneys represent all types of exempt organizations in or connected with the healthcare industry, including hospitals and healthcare systems, skilled nursing facilities, health claims insurance processors, practice management service providers, assisted living facilities, ambulatory surgery centers, and diagnostic imaging centers. The breadth of our healthcare practice allows us to anticipate and address concerns faced by nonprofit and exempt entities throughout the healthcare industry.

Employment

We understand that effective management of human resources allows your exempt organization to better achieve its objectives. Our pragmatic approach, combined with our knowledge of best practices, allows us to advise clients on a wide range of employment matters, from hiring and termination to compensation planning and executive benefits. Our attorneys regularly present seminars to help train and educate employees. Further, we are well experienced in defending our clients in employment-related claims through mediation, arbitration and/or litigation.

Litigation and Dispute Resolution

Our litigators are experienced in all alternative methods of dispute resolution. Our attorneys serve as pragmatic counselors as well as skilled advocates. We seek to avoid litigation whenever possible, but will not hesitate to take the matter to court when circumstances warrant. We support the process that best fits your ultimate goals, and fully inform you of the benefits accorded with each available option for resolution. Whether in court, in arbitration, in mediation, or in the boardroom, our solutions resolve difficult issues so you can focus on the goals of your organization.

Real Estate

Exempt organization clients need counsel with respect to buying or selling real property as well as leasing or subleasing space. Our real estate attorneys provide such counsel from the early stages of negotiation through closing. Where appropriate, we counsel exempt organization clients on environmental laws regarding real property and any related tax concerns when creating investment structures or overseeing real estate transactions.

Intellectual Property

Protection of intellectual property is more vital today for nonprofit organizations than ever before. Some of our exempt organization clients regard their trademarks and other intellectual property as their most valuable assets because name recognition is increasingly important in today’s hyper-competitive fundraising markets. Our attorneys counsel clients in the application and protection of their patents, trademarks and copyrights to ensure that the exempt entity’s uniqueness and innovation are enabled and preserved. We regularly research and register trademarks for exempt organizations and prepare “work for hire” and “technology transfer” agreements. We resolve trademark disputes, through litigation when necessary, and advise clients on avoidance of infringement claims both in general matters and in connection with their Web sites.