Carly Leinheiser


  • Overview


    Carly Leinheiser is a member of the Exempt Organizations Group, where she counsels both public charities and private foundations on a broad range of corporate and tax matters.

    Corporate Governance and Transactions

    Carly routinely counsels early-stage exempt organizations with respect to the incorporation process, permissible charitable purposes and activities, fiduciary obligations of directors and officers, and governance policies and practices. She regularly advises clients with respect to proposed conflicting interest and related party transactions, as well as best practices for establishing an executive compensation package that is reasonable and not excessive.

    Carly has experience advising clients on significant corporate transactions, and has formally dissolved a number of not-for-profit corporations after successfully petitioning the New York Attorney General’s Charities Bureau for the requisite approval. She represented a client in connection with the sale of all business assets to a limited liability company controlled by the client’s executive director, which involved advising the client with respect to the conflict of interest, negotiating the asset sale agreement, and obtaining the necessary governmental approvals.

    Tax Exempt Organizations

    Carly has successfully represented several clients in connection with their applications for recognition of exemption, including public charities, private foundations, and private operating foundations working on a wide variety of charitable causes. She regularly counsels exempt organizations on matters related to their exempt status, such as compliance with federal limits on lobbying and political campaign activity, issues related to private benefit and private inurement, and strategies around unrelated business taxable income. Carly recently advised a client on a proposed joint venture with a real estate developer involving multiple revenue streams, and provided an in-depth analysis of the various options for structuring the venture and the likelihood that certain revenue streams would generate unrelated business taxable income. She represents a number of family and corporate private foundations, and frequently provides guidance regarding the self-dealing and other private foundation excise tax rules, particularly in connection with her client’s employee matching gift programs and other grant-making activities.


    Carly has significant experience with state charitable solicitation laws, and regularly advises her clients on state registration and reporting requirements and required fundraising disclosures. She also counsels clients on issues relating to the use of social media, crowdfunding platforms, and other emerging and evolving technologies to raise funds, and issues relating to cause marketing and corporate sponsorship payments.


    Carly has experience advising emerging social enterprises on strategies to incorporate their commitment to positive social change into their governing documents. She has established benefit corporations under state law. She recently represented a client that intended to apply for certification as a B Corporation, which involved drafting an operating agreement containing the requisite provisions to obtain the certification, and assisting the client to develop a written policy outlining the client’s commitment to donate a percentage of its profits to charity each year. She is part of the firm’s Sustainability Team, an interdisciplinary team of lawyers which helps clients navigate the legal issues unique to sustainability efforts.

    Carly also is a member of the firm’s Data Privacy + Cybersecurity Team, and a contributor to its Data Privacy + Security Insider blog.

    She has been selected as a Rising Star to the New York Metro Super Lawyers list since 2015.

  • Experience
    • Experience


      • Organized and obtained tax exempt status for a private family foundation formed to protect the natural environment and promote the conservation of natural resources and wildlife habitats. Advised the foundation on compliance with the private foundation excise tax rules, and the development of earned revenue streams, including any issues pertaining to unrelated business income tax.

      • Represented a public charity in connection with the sale of all business assets to a limited liability company controlled by the charity’s executive director, which involved advising on the procedures to address the conflict of interest, negotiating the asset sale agreement, and obtaining necessary regulatory approvals for the transaction.

      • Advised a public charity that was actively soliciting new corporate sponsorship and cause marketing partnerships on state registration, reporting, and disclosure requirements for cause marketing campaigns. Drafted and negotiated a number of cause marketing agreements sponsorship agreements. 

      • Incorporated and successfully obtained tax-exempt status for a number of public charities and private foundations. Examples include an environmental organization formed to conserve and protect waterways and clean water supplies, an educational organization* formed to promote innovation in education and access to high quality education for all, and a disaster relief organization* that builds technology solutions to improve coordination of disaster relief efforts.

      • Represented a community-based arts organization* in connection with its application for tax-exempt status, after the organization received a detailed request for additional information from the Internal Revenue Service. Communicated with the IRS examiner regarding the agency's concerns about the application and successfully responded to the request for information, resulting in the organization obtaining recognition of its tax-exempt status under Section 501(c)(3) of the Internal Revenue Code.

      • Represented a tax-exempt supporting organization* formed to engage in community development by investing in socially responsible and sustainable businesses as a means to promote job growth and economic opportunities. Advised on the structuring of joint ventures with for-profit investors, addressing 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 organization’s tax-exempt status and status as a supporting organization.

        * Attorney Leinheiser was counsel in these representative matters before joining Robinson + Cole.

    • Professional Associations

      Professional Associations

      New York City Bar Association
      Non-Profit Organizations Committee (2016-2019, 2011-2014)

      American Bar Association
      Taxation Section, Exempt Organizations Committee (2016 - present)
    • Honors + Awards

      Honors + Awards

      Selected as a Rising Star in to the New York Metro Super Lawyers list from 2015 to 2017.

    • Community Involvement

      Community Involvement

      Figment Project, Inc.
      Board Chair (2016 - present)
      Director (2015 - present)
    • News

      R+C in the News

      • June 15, 2016

        Carly Leinheiser Invited to Serve on City Bar Committee

        • » more info

      R+C News Releases

      • October 17, 2017

        Robinson+Cole Lawyers Recognized by Super Lawyers®

        • » more info
        • View article
      • October 8, 2015

        Robinson+Cole Welcomes 10 New Lawyers

        • » more info
        • View article