Practice/Industry Group Overview
For more than 200 years, Cadwalader has represented some of the nation’s most prestigious not-for-profit organizations as well as organizations and individuals that contribute to not-for-profit institutions or initiatives. Today, we advise major foundations and philanthropies, as well as hospitals and health care institutions, universities, churches and social welfare organizations in every facet of their operations. We also are proud of the important role our attorneys have played in developing legislation and public policy that is supportive of the not-for-profit sector. As an industry leader, Cadwalader’s not-for-profit team is committed to providing its clients with the most current advice and most effective representation in every matter.
Governance: Recent scandals in both the for-profit and not-for-profit worlds have forced the governing boards of not-for-profits to focus more closely on their duties and responsibilities towards their institutions. Cadwalader attorneys regularly counsel clients on their corporate structure, assist in the periodic review and revision of corporate bylaws, policies and procedures, and help with specific board committee functions such as audit and internal compliance. The governing board of not-for-profits must be alert to issues ranging from conflicts of interest, misuse of charitable assets, excessive executive compensation, and compliance with the conditions of restrictive gifts from donors.
Tax-Exempt Status: The charitable and tax-exempt status of many organizations have come under scrutiny by both the IRS, state attorneys general, and even local taxing authorities. Areas of concern include: whether they are fulfilling their charitable purpose; what benefits they are providing to their communities and constituencies; the actual amount of charity care provided by non-profit providers such as hospitals; private inurement and self-dealing; obtaining and retaining IRS and state tax-exemptions and local property tax exemptions. Our attorneys also advise our clients regarding unrelated business taxes, excise taxes, structuring of for-profit subsidiaries, and participation in general and limited partnerships and joint ventures.
Financings: Our extensive work in capital financing in the not-for-profit sector has afforded our not-for-profit clients a variety of vehicles for obtaining capital funding. These include tax-exempt loans and traditional real estate mortgage financings.
Corporate Transactions: The combined expertise of our corporate and not-for-profit practices makes Cadwalader one of the country’s most innovative firms in mergers, acquisitions, and joint ventures by charities and other philanthropies. These transactions range from asset and stock purchases to complex arrangements involving the transfer of control of not-for-profit organizations. In each transaction, we guide clients through extensive federal and state approval processes as well as the complex tax considerations applicable to not-for-profit and tax-exempt entities.
Pension and Employee Benefits: Cadwalader’s lawyers advise charities and other philanthropic organizations on a wide range of benefit and compensation matters, including qualified plans, non-qualified plans, executive and employee compensation, welfare plans, and employment taxes. We structure these plans and guide our clients in their administration, compliance matters, and related disputes. Our team is proactive in assessing the implications of new laws and regulations affecting our clients’ plans and businesses and is especially skilled at tailoring plans to fit with each client’s particular situation.
Real Estate and Real Estate Financing: Our renowned financing attorneys work with our not-for-profit team to serve the specialized needs of philanthropic and charitable organizations in the real estate markets. We regularly counsel clients in the acquisition, development, leasing, and disposition of their facilities, as well as in loan restructurings and workouts. We have extensive experience with real estate foreclosures of large mortgages on various types of properties, including medical office complexes and mixed-use buildings. Our team is also proficient with other forms of structured finance.
Wills, Trusts & Estates: Not-for-profit organizations such as foundations, hospitals, universities and other organizations are frequently the recipients of charitable gifts, bequests, income from charitable trusts, and other sources. Our attorneys not only protect the interests of our clients in these gifts, but assess the tax and other implications so as to maximize their value.