David Hadden is the chair of our Tax-Exempt Organizations Group, acting as outside corporate counsel to many tax-exempt organizations, including foundations, educational institutions, hospital and health care organizations, social service agencies, cultural and performing arts organizations, and trade associations. Mr. Hadden routinely counsels tax-exempt clients with respect to matters relating to governance, tax-exempt status, risk management, fiduciary responsibilities, contracts, unrelated business income, charitable giving, endowments, intermediate sanctions, development of policies, and strategic planning. Mr. Hadden also represents individuals, families, and family businesses with respect to estate planning, estate settlement, charitable giving, and related probate matters. He represents clients in matters before the Internal Revenue Service, the Department of Revenue Services, the Connecticut attorney general, the probate courts, and other regulatory authorities.
Prior to joining the firm, Mr. Hadden was an associate at Davis Polk & Wardwell in New York City. He has been a partner of the firm since 1986 and has served on the firm's Managing Committee.
Professional Associations
- Estate and Business Planning Council of Hartford, Inc., 1989 to present, Member
- American College of Trust and Estate Counsel, 1998 to present, Fellow
- Connecticut Bar Foundation, 1998 to present, James W. Cooper Fellow
- American Bar Association, Tax Exempt Organizations Committee
- Connecticut Bar Association Task Force, 1995 to 1997, Co-reporter
Community Involvement
- Yorkville Emergency Alliance, New York, Past Director
- Big Brothers Big Sisters of Hartford, Past Director
- Trustees of the Colt Bequest, Past Trustee and President
- HARC (Greater Hartford Association for Retarded Citizens), Past Director and President
- Connecticut Council for Philanthropy, Member and Past Director
- Connecticut Council on Developmental Services, Member and Past Chair
- Connecticut Children's Medical Center, Ethics Committee Member
- Connecticut Health Foundation, Director
- Oak Hill Services and Solutions for People with Disabilities, Director
Honors and Awards
- AV® Preeminent™ Peer Review Rated in Martindale-Hubbell™ in the areas of Tax Exempt Organizations and Trusts and Estates (Martindale-Hubbell Peer Review Ratings is a trademark. AV Preeminent is a certification mark of Reed Elsevier Properties, Inc.)
- Listed in Connecticut Super Lawyers® in the area of Nonprofit Law since 2006 (Super Lawyers is a registered trademark of Key Professional Media, Inc.)
- Listed in The Best Lawyers in America® in the area of Trusts and Estates since 2006 (Copyright 2011 by Woodward/White, Inc., Aiken, SC)
Experience
- Organized a public charitable foundation that now holds approximately $30 million in assets and that addresses primary and preventive health care concerns of children. Counsel the foundation with respect to governance issues, programmatic matters, tax issues, and regulation by the attorney general. Assisted the foundation in restructuring its activities by formally affiliating with an operating entity to pursue common mission objectives.
- Represented a well known performing arts center in a transaction in which our client and four other prominent performing arts centers from different parts of the country entered into a joint venture with two for-profit partners.
- Performed an extensive review of the endowment instruments for an institution of higher learning. We determined which of the institution's current objectives could be supported by endowed funds pursuant to the original stipulations set by donors. As to that portion of the endowment governed by donor directions that had become obsolete or impracticable, we worked closely with the attorney general for the State of Connecticut and successfully petitioned a court to obtain an order permitting application of such endowment proceeds to support the current needs and activities of the institution in a manner that matched the donors' original intent as nearly as practicable. The court's written opinion commended the thoroughness of our approach
- Advises public foundations in connection with acceptance of charitable gifts of closely held business interests, real estate, and other unusual assets.
- Successfully defended a large community hospital from IRS challenge of its tax-exempt status. Focusing upon a building transaction between the hospital and some of its staff physicians, IRS examiners proposed a determination that the hospital no longer qualify as a section 501(c)(3) organization. The IRS position reflected a preliminary conclusion that the transaction conveyed undue private benefits upon the physicians group and constituted prohibited private inurement. Robinson & Cole protested this determination and, after extensive negotiation before the Appeals Office of the IRS, succeeded in persuading the IRS that the transaction should not cause either a loss of tax exemption or the imposition of any other sanctions on the hospital.
- Successfully represented a 501(c)(3) continuing care facility in connection with assertion by IRS examiners that it should not quality for exempt status. We took the issue to the national office of the IRS, by means of a technical advice request, and gathered demographic data and related support to demonstrate that the pricing structure of the organization satisfied appropriate criteria. After extended negotiation, the IRS concluded that the tax-exempt status of the organization should be continued.
- Established private foundations to facilitate for-profit corporate charitable giving and community support.
- Assisted a family private foundation with assets of approximately $50 million in dissolving and distributing its assets to a public community foundation. We developed a detailed donor-advised fund agreement between the private foundation and the community foundation. The agreement sets forth the parameters and processes by which future expenditures from the fund will be made, satisfying both the intention of the original donor to the private foundation and the wishes of current family members.
- Regularly advises tax-exempt hospitals, clinics, foundations, integrated systems, and their related organizations on the special tax-exempt issues of health care organizations, including structuring joint ventures with physicians, such as surgical centers; corporate restructurings and reorganizations; state sales and property taxes; capital market and municipal financing transactions; tax-exempt bond financing; and recruitment and physician compensation.
- Counseled several large foundations as to the proper management of their endowment funds under Connecticut's Uniform Prudent Management of Institutional Funds Act. Among the issues addressed were the extent to which foundation assets were distributable pursuant to each foundation's spending policy and donor intent, and the existence of any duties to replenish foundation assets in a period of falling financial markets.
- Advised a charitable organization in the organization and funding of a wholly owned for-profit subsidiary, addressing the issues pertaining to unrelated business income taxes; protection of the organization's charitable assets from exposure to liability, arising from the for-profit's activities; and preservation of the charity's tax-exempt status.
- Conducts legal review and analysis to ensure that compensation processes of tax exempt organizations do not produce unlawful "excess benefit transactions" for purposes of IRS intermediate sanctions regulations.
- Counsels exempt organizations with respect to allegations of sexual harassment and/or discrimination based on race, age, disability, and gender or sexual orientation. Our work includes preparation of appropriate documentation, investigation procedures, analysis of evidence, implementation of remedial action, and strategies for litigation avoidance.
- Represented a coastal/marine environmental education organization in obtaining flood hazard and coastal site plan review permits for the redevelopment of an historic building into a coastal/marine environmental education center.
- Counseled a charitable organization as to its fiduciary and other legal responsibilities in response to an apparent embezzlement of the organization's funds. Structured a settlement which indemnified the organization, and provided counsel as to appropriate reporting to donors and regulatory authorities.
- Incorporated and obtained tax-exempt status for a private operating foundation that provides pharmaceutical products to qualified individuals and charitable organizations primarily for the benefit of infants and persons who are ill or needy. The operating foundation was formed by a large pharmaceutical manufacturer. Counseled the private operating foundation and the donor on how to secure the maximum charitable deduction from contributions of inventory, the applicability of the corporate sponsorship regulations, and the most effective governance to accomplish the foundation's mission.
- Assisted large Connecticut-based hospital with complex RFP process involving a search for a retirement plan service provider and negotiation of a favorable administrative agreement.
Publications & Presentations
Articles
- "Understanding Directors' Conflicting Interest Transactions Under the Revised Nonstock Corporation Act" (June/July 1997)
- "Estate Planning for Parents of Handicapped Children" (2/1990), published in HARC Today, a publication of the Greater Hartford Association for Retarded Citizens, Inc.
Presentations
- "Enhancing the Bottom Line - A Nonprofit's Fiduciary Responsibility to Monitor Beneficial Interests in Trusts and Estates," copresented with Susan E. Roberts (8/24/2011) at Connecticut Society of Certified Accountants Meeting
- "Latest Developments in Nonprofit Accountability and Transparency: Staying Ahead of the Curve" (11/13/2007), presented to senior executives and board leaders
- "Non-Profit Accountability and Transparency" (11/13/2007), presented to board leaders and executive management team members
- "Legal Issues Affecting Nonprofits: Governance Implications of Sarbanes-Oxley" (4/13/2004) presented at Chamber of Commerce of Eastern Connecticut, Inc.
- "Permissible Lobbying and Legislative Activities for 501(c)(3) Organizations: How Far Can You Go?" (1/8/2004), presented to client board of directors
- "Nonprofit Legal Issues Overview" (5/14/2003) presented at Hartford Foundation for Public Giving's Executive Management Institute for Executive Directors
- "Could Hershey Chocolates Affect Your Charity's Health? The Implications of the Hershey Trust Case" (11/20/2002), presented to invited guests in Greenwich, Connecticut
- "Nonprofit Update. What's New That Directors and Senior Management Need to Know?" (6/26/2002), presented to invited guests in Hartford, Connecticut
- "Charitable Gifting Strategies" (12/4/2001), presented at the Estate and Business Planning Council Seminar, copresented with Nancy Roberts, Connecticut Council for Philanthropy; Sandra Wood, Hartford Foundation for Public Giving; and Pamela West, U.S. Trust Company
- "Balancing the Relationship Between a State University and its Affiliated Foundation" (1/21/1999) presented at Association of Governing Boards of Universities and Colleges Leadership Forum, Naples, FL
- "Planning Together: How Professional Advisors Can Organize the Donor's Charitable Impulse (Without Stifling It)" (9/30/1997) presented at Planned Giving Group of Connecticut
- "Fiduciary Duties and Conflicting Interest Transactions Under the Connecticut Revised Nonstock Corporation Act" (12/10/1996) presented at Connecticut Bar Association seminar
- "Organizing a Tax-Exempt Entity" (6/20/1996) presented at Lorman Education Services
News
8.25.11, Robinson & Cole Attorneys Discuss Trusts and Estates for Nonprofits with Accountants
1.07.11, David Hadden Appointed to Connecticut Council on Developmental Services
12.20.10, HARC and Robinson & Cole Celebrate 25-Years of Teamwork
8.04.09, Robinson & Cole Partner Elected to Connecticut Health Foundation Board
7.09.09, Robinson & Cole Partner Honored for Twenty-Five Years of Volunteer Service to HARC
12.16.08, Robinson & Cole Partner Elected to Board of Directors of Oak Hill