Tax-Exempt Organizations

Since its founding in 1873, Morgan Lewis has represented philanthropists and the nonprofit organizations they create through every major development in the tax law. Our tax-exempt organizations team represents institutions of all kinds—corporate and family foundations, colleges and universities, hospitals, trade associations, religious organizations, governmental entities, cultural organizations, advocacy groups, and many others—in achieving their objectives.

We guide organizations through incorporation, designing suitable governance structures, obtaining federal and state tax exemptions, and commencing operations. We assist nonprofits in navigating the complex regulatory environment once they are up and running. We help our clients develop good board governance policies and practices, and we advise them on fiduciary duties, conflicts of interest, risk oversight, board and committee structures, affiliated entities, internal investigations, board-evaluation processes, executive compensation, and compliance with governance best practices. We also assist with the structuring of complex grants, program-related investments, impact investing, joint ventures, and campaigns to influence public policy.

With our team’s large presence in Washington, DC, Morgan Lewis is well positioned to assist organizations seeking to interface with US policymakers and government officials. As needed, our tax lawyers advise and defend tax-exempt organizations and their affiliates in audits by the Internal Revenue Service and state regulatory authorities at all levels of the administrative process, from the initial examination stage through the appeals or technical advice process. We have successfully resolved numerous audits, including complex cases involving negotiated closing agreements with the IRS. We also work with clients to prevent tax controversies by designing and conducting internal compliance reviews to ascertain potential audit vulnerabilities. We review IRS forms 990, 990-T, 990-PF, and other tax filings for compliance purposes prior to filing.

Our lawyers regularly advise on the full range of services, including

  • Formation
  • Tax planning
  • Tax audits and controversies
  • Tax legislation, regulations, and private rulings
  • Charitable contribution deductions
  • Donor-advised funds
  • Executive compensation
  • Program-related, mission-related, and social-impact investments
  • Charitable investment funds
  • Joint ventures, for-profit subsidiaries, and other arrangements with tax-exempt and taxable entities
  • Global development activities
  • Mergers and acquisitions
  • Real estate transactions and development
  • Social enterprises
  • Technology transfer and licensing

Beyond tax, our litigators handle disputes in the full range of forums. Our tax-exempt clients also have the benefit of working with our lawyers who regularly advise nonprofits on important nontax areas, including labor and employment, intellectual property, corporate transactions, investment management, antitrust and trade regulation, government contracts, and litigation.