Practice Areas & Industries: Eversheds Sutherland (US) LLP


Tax-Exempt Organizations Return to Practice Areas & Industries

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Practice/Industry Group Overview

With 60-years of experience representing tax-exempt organizations, our practice advising universities and related medical centers, hospitals, public and private grant-making organizations, religious organizations, social welfare organizations, trade associations and other non-profit entities is extensive.

Sutherland provides informed and experienced advice and representation to a wide range of tax-exempt organizations and their supporters in the areas of tax law compliance and controversies; corporate law; financing; intellectual property; employee contracts, compensation and benefits; fiduciary responsibilities of board members, officers and employees; acquisition, construction or leasing of facilities; political campaign's and lobbying; corporate governance; and various other legal matters.

Some of the more frequent assignments undertaken include:

  • Negotiating agreements among multiple tax-exempt organizations or between tax-exempt organizations and business entities.
  • Design, formation, organization and qualification of new tax-exempt organizations such as hospitals, clinics, medical and scientific research organizations, policy organizations, public charities, social services organizations, religious affiliates, private foundations, operating foundations, supporting organizations, trade associations, and social welfare organizations
  • Reorganization of tax-exempt organizations, particularly academic medical centers, hospital systems and private foundations
  • Design and implementation of tax-efficient charitable giving programs or instruments for individuals, families and business corporations
  • Developing grant-making policies, procedures, agreements and other documentation
  • Responding to governmental agency inquiries and investigations, including those by state attorneys general, legislative inquiries and investigations, and potential legislative changes affecting tax-exempt organizations
  • Representing clients in Internal Revenue Service (IRS) controversies, including audits, administrative appeals, revocation proceedings and litigation, and before the IRS National Office in connection with requests for rulings and technical advice
  • Advising on the additional rules and regulations governing private foundations, including minimum annual distributions, self-dealing, excess business holdings,  jeopardy investments and taxable expenditures
  • Securing intellectual property protection, defending intellectual property rights and negotiating sale or licensing of intellectual property rights
  • Serving as bond counsel, underwriters’ counsel or borrower’s counsel in tax-exempt financings
  • Formation and operation of captive insurance companies and risk retention groups
  • Formulating investment policies and procedures, assuring compliance with the Uniform Prudent Management of Institutional Funds Act and assisting with due diligence investigations of private equity and other alternative investments
  • Advising on the solicitation and use of endowment funds and the development of endowment policies, procedures and other documentation
  • Design of technology transfer arrangements for research institutions

Sutherland draws on the knowledge and experience of its lawyers firmwide to assist its tax-exempt clients.

Selected Experience
Sutherland assists in establishing and implementing a new nonprofit medical research organization.
We designed, formed and assisted in the implementation of a significant new nonprofit, tax-exempt medical research organization that focuses its scientific research upon the utilization of wireless communications and other advanced technologies to reduce costs associated with healthcare, increase the efficiency and effectiveness of healthcare service and extend the reach of healthcare services to underserved populations in the United States and globally.

Sutherland defends a large supporting organization successfully against federal income tax penalties and subsequently helps secure tax law changes.
Sutherland defended a large supporting organization against substantial federal income tax penalties with no penalties imposed. We subsequently secured changes in federal tax regulations that preserve the organization's status.

Articles Authored by Lawyers at this office:

ACA Brief: Path to Repeal - No Waiting Period for the New Administration
Brenna M. Clark,Adam B. Cohen,Brittany Edwards-Franklin,Michael A. Hepburn,Cristopher D. Jones,Paul R. Lang,Carol T. McClarnon,Alice Murtos,Meredith L. O'Leary,Vanessa A. Scott,Ryan M. Session,W. Mark Smith,William J. Walderman,Allison E. Wielobob, January 24, 2017
This ACA Brief is the second in a series of installments that will closely track congressional and administrative actions relating to ACA provisions that impact large employer-sponsored plans.

ACA Brief: Path to Repeal - ACA Nearing Its Lifetime Limit?
Brenna M. Clark,Adam B. Cohen,Brittany Edwards-Franklin,Michael A. Hepburn,Cristopher D. Jones,Paul R. Lang,Carol T. McClarnon,Alice Murtos,Meredith L. O'Leary,Vanessa A. Scott,Ryan M. Session,W. Mark Smith,William J. Walderman,Allison E. Wielobob, January 19, 2017
This ACA Brief is the first in a series of installments that will closely track congressional and administrative actions relating to ACA provisions that impact large employer-sponsored plans.

When are Premiums Paid to a Captive Insurance Company Deductible for Federal Income Tax Purposes?
Saren Goldner,M. Kristan Rizzolo,P. Bruce Wright, January 19, 2017
In their article for, Sutherland attorneys P. Bruce Wright, M. Kristan Rizzolo and Saren Goldner review the basic requirements that must be met for insurance premiums paid to a captive insurer to be tax deductible: risk transfer, risk distribution and insurance risk.

Christmas Comes Early: IRS Provides Additional Year of Relief for Taxpayers Seeking to Implement Tangible Property Rules
Ellen McElroy,Michael D. Resnick,Bradley M. Seltzer,Amish M. Shah,H. Karl Zeswitz, December 21, 2016
On December 20, 2016, the Internal Revenue Service (the Service) issued Notice 2017-6, which provides relief for a taxpayer seeking to change accounting methods in connection with the final tangible property regulations (often referred to as the repair regulations) and certain other related...

Final Regulations Impose Reporting Obligations on Foreign-Owned Domestic Disregarded Entities
Robert S. Chase,Taylor M. Kiessig,Engin K. Nural,Carol P. Tello,H. Karl Zeswitz, December 16, 2016
Amid the Panama Papers leak and international concern that foreign persons were concealing assets through U.S. entities that are disregarded for U.S. federal income tax purposes, the Internal Revenue Service (IRS) and the Department of the Treasury (Treasury) proposed and, on December 12, finalized...

Opting-In: Treasury Regulations Provide Rules for Electing into the New Partnership Audit Regime Early
Robert S. Chase,Reginald J. Clark,Thomas A. Cullinan,Joseph M. DePew,Daniel R. McKeithen, August 17, 2016
As reported in a prior Sutherland Legal Alert, the Bipartisan Budget Act of 2015 (the 2015 Budget Act) makes significant changes to the procedural rules governing federal income tax audits and judicial proceedings that apply to partnerships and other entities (such as limited liability companies or...

White House Issues Guidance Advising Agencies to Assess Climate Change in NEPA Reviews
Reginald J. Clark,Jay Holloway,Susan G. Lafferty,Peter Ligh,David M. McCullough, August 11, 2016
On August 1, the White House Council on Environmental Quality (CEQ) issued its final guidance for federal agencies on considering greenhouse gas (GHG) emissions and the effects of climate change in National Environmental Policy Act (NEPA) reviews.1 This final guidance comes after the first draft...

What Is Your Starting Salary? New FLSA Regulations Raise The Bar For U.S. Employers
Juan C. Garcia,Matt Gatewood,Michael A. Hepburn,Paul R. Lang,Gail L. Westover, May 24, 2016
Employers with salaried employees earning under $47,476 annually should evaluate the impact on their organizations of major changes to employee compensation following new federal wage requirements effective December 1, 2016.

Neither a Partner nor Employee Be: Treasury and the IRS Issue Regulations Clarifying the Employment Tax Treatment of Partners in Partnerships
Reginald J. Clark,Adam B. Cohen,Michael A. Hepburn,Paul R. Lang,Daniel R. McKeithen, May 06, 2016
The Treasury Department (Treasury) and the Internal Revenue Service (Service) have issued temporary regulations (Regulations) clarifying the federal employment tax treatment of the owners of partnerships and other entities classified as partnerships for federal tax purposes. In general, the...

Sweeping Changes Proposed to Tax Treatment of Related-Party Debt May Impact Private Funds
Robert S. Chase,David A. Roby,Amish M. Shah,Madeleine M.L. Tan,H. Karl Zeswitz, April 15, 2016
Recently proposed Treasury regulations under IRC § 385 (the Proposed Regulations) would potentially treat related-party debt, in whole or in part, as equity for U.S. tax purposes. The Proposed Regulations generally apply to debt among members of an expanded corporate group, which includes...

Taking Stock in Related-Party Debt: Regulations Propose Sweeping Changes
J. Randall Buchanan,Robert S. Chase,Reginald J. Clark,Thomas A. Cullinan,Joseph M. DePew, April 08, 2016
On April 4, the Treasury and the Internal Revenue Service (IRS) released proposed regulations under IRC § 385 (the Proposed Regulations)1 that are intended to combat perceived concerns associated with indebtedness between related group entities. Significantly, the Proposed Regulations apply to...