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.