Gibbons works with a broad group of healthcare organizations, trade associations, foundations, schools, religious institutions, performing arts organizations, and other nonprofit entities in addressing a wide variety of business and legal issues. Attorneys at Gibbons serve as outside general counsel to numerous nonprofits, providing advice and counsel on a broad range of corporate and transactional matters, from formation through the spectrum of issues critical to day-to-day operations, including:
- General counseling: service as legal counsel, secretary, or corporate advisor
- Corporate: governance, mergers and spin-offs, contract preparation and review, tax, financing, soliciting, joint ventures, and creditors’ rights
- Intellectual property: trademarks and copyrights
- Employment: employment law counseling, litigation defense, employee benefits, and health and other insurance issues
- Real estate: leases, development, construction contracts, taxation, and related issues
- Government relations: advocacy regarding state and federal legislation, regulatory matters, incentives, grants, and appropriations
Tax and Revenue Matters
Gibbons regularly advises client entities, as well as their boards of trustees and their directors, officers, and donors, on a wide range of corporate governance issues. We prepare bylaws, certificates of incorporation, amendments to both of these organizational documents, and policy statements, and we often review client corporate books and records to facilitate compliance and risk reduction. We also handle a full range of corporate investigations, helping clients to navigate the many complex legal and financial issues confronted in internal investigations, including corporate governance and the expanded role of audit committees following the adoption of Sarbanes-Oxley, increased demands by independent auditors, and enhanced protections afforded to whistle-blowers under heightened regulatory scrutiny.
The firm’s Tax Team has successfully formed numerous nonprofit entities, ranging from relatively straightforward family private foundations to multi-classed membership organizations. We frequently assist nonprofit 501(c)(6) and 501(c)(3) organizations in obtaining and maintaining federal tax-exempt status, understanding the treatment of unrelated business taxable income, fundraising issues, and compliance with federal and state disclosure rules, as well as other requirements of state and local tax laws, including sales tax.
On a regular basis, Gibbons advises on, reviews, structures, drafts, negotiates, and executes various types of nonprofit commercial and governmental contracts and other agreements, including donor gift and grant agreements. We help nonprofits adopt governing documents for endowments and advise them on the limitations on the use of restricted funds. In the nonprofit space, Gibbons counsels clients on the maintenance of exempt status, fundraising and charitable promotional activities, the application of and planning to address the excess benefit rules (intermediate sanctions) and the private foundation excise taxes, the interaction between related nonprofit and taxable entities, and compliance with federal and state reporting requirements, among other matters.
Financing, Including New Markets Tax Credits
Gibbons counsels nonprofit clients on matters relating to affiliations and contractual interactions with other entities, private inurement, legislative lobbying and governmental affairs, state charity registration reporting, and other compliance requirements. While the firm’s practice focuses on clients in New Jersey and New York, we have counseled clients on activities in other states and have worked with local counsel in numerous jurisdictions on issues related to formation, licensure, and operations.
Our Public Finance practice group has served as bond counsel on numerous 501(c)(3) financing transactions over the years, including, but not limited to, institutions of higher education and healthcare in connection with bond financings for the New Jersey Educational Facilities Authority and New Jersey Health Care Facilities Financing Authority, respectively. Each of the transactions required an analysis of the Section 501(c)(3) bond issues, as well as the issues related to structuring transactions for 501(c)(3) borrowers.
The firm, and, in particular, Corporate Department Director Michael J. Lubben, have developed a niche representing New Jersey charter schools and their associated fundraising entities and other constituents in various matters in connection with multimillion-dollar new markets tax credit and other financing projects, including: TEAM Academy Charter School and The Friends of TEAM Academy Charter School; Marion P. Thomas Charter School, Inc. and The Friends of Marion P. Thomas Charter School; Sussex County Charter School for Technology, Inc.; and Jersey City Community Charter School, Inc.