Exempt Organizations

Robinson+Cole has earned a reputation for its special interest in serving nonprofit, or tax-exempt, organizations. These organizations range in size from well-established community organizations with multimillion-dollar annual budgets to start-up organizations with modest levels of financial activity. Our clients include hospitals and health care organizations, private foundations, supporting organizations, educational institutions, social service agencies, cultural and performing arts organizations, religious organizations, trade and professional associations, and public municipalities.

We typically serve as general corporate counsel to our nonprofit organization clients, providing advice on a range of matters that may include:

  • attorney general inquiries
  • business transactions and contracts
  • charitable giving and charitable solicitations
  • compliance with the Uniform Prudent Management of Institutional Funds Act (UPMIFA)
  • corporate law and governance
  • executive compensation
  • fiduciary responsibilities
  • intermediate sanctions transactions
  • internal investigations
  • joint ventures
  • lobbying limitations
  • policy development
  • risk management
  • strategic planning
  • taxes and tax-exempt status
  • tax-exempt financing

We represent clients in matters before the Office of the Attorney General, the Internal Revenue Service, the Department of Revenue Services, the Probate Courts, and other authorities. We assist clients who may wish to engage in a combination of nonprofit and for-profit activities. We have extensive experience advising our clients in negotiating and closing tax-exempt financing transactions.
The activities of our exempt organization clients are diverse and wide-ranging, so we use a cross-disciplinary approach to create legal solutions tailored to the unique characteristics of each tax-exempt client. Our group includes lawyers who focus their practices in these areas:

  • business
  • employee benefits and executive compensation
  • employment law
  • government relations advice
  • health care law
  • immigration
  • intellectual property
  • litigation
  • public finance
  • real estate
  • tax
  • trusts and estates
    • Experience
      • Counseled plan sponsor concerning design and operation of its retiree medical program, including drafting of plan documents.
      • Advised and assisted in negotiating transaction and drafting final agreements for a unique first-ever royalty-free license agreement between two nonprofit drug developers—the TB Alliance and Drugs for Neglected Diseases Initiative (DNDi)—that speeds progress toward markedly improved therapy of multiple neglected diseases. This agreement highlights the value of product development partnership models (PDPs) and how investment in PDPs is producing a robust and diverse pipeline of tools to treat neglected diseases afflicting populations living in abject poverty.
      • Representation of Global Alliance for TB Drug Development, a nonprofit product development partnership accelerating the discovery and development of new TB drugs, to complete many agreements, including a collaborative research agreement with AstraZeneca India to identify a tuberculosis drug candidate and two backups.
      • Representation of The Community Preservation Corporation, a nonprofit mortgage lender, concerning a construction loan provided by the client to finance renovation of six houses in Brooklyn, New York. Members of the borrowing entity requested the client's approval of the transfer of their membership interests to new individuals. Robinson & Cole modified the loan to acknowledge the new members and extend the project completion date and loan maturity date.
      • Representation of The Community Preservation Corporation, a nonprofit mortgage lender, concerning a $600,000 construction loan increase provided by the client to finance construction of 66 condominium units in the Bronx, New York. Modified the existing construction loan to extend the project completion date and loan maturity date.
      • Representation of The Community Preservation Corporation, a nonprofit mortgage lender, concerning converting a $1.8 million construction loan to permanent financing of a four-story walk-up building containing eight three-bedroom apartments in Brooklyn, New York.
      • Waste Management/ Recycling

      • Created program rules and related materials for the U.S. Composting Council's Seal of Testing Assurance Program for compost products and the compostable certification program in conjunction with the Biodegradable Products Institute.

      • Other Experiences

      • Served as pro bono counsel to the regional division of a national nonprofit builder and promoter of home ownership. *
      • Representation of Westport Housing Authority in a construction and rehabilitation project for a 78-unit, qualified low and moderate income, multifamily rental housing development. The project was financed by a $7 million mortgage loan from the Connecticut Housing Finance Authority, $14 million in funding through Section 1602 of the American Recovery and Reinvestment Act of 2009, a Tax Credit Exchange Program loan and $3 million in funding from the Department of Economic and Community Development HOME Loan funds. Several units received supportive housing rent subsidies through the PILOT Supportive Housing program.
      • Provided counsel to Westport Housing Authority in negotiation with developer, construction firm and design firms to resolve dispute regarding project schedule and quality of work issues in the midst of project construction. Robinson & Cole’s efforts resulted in execution of a settlement agreement leading to timely completion of the project and addressed numerous pending claims regarding scope and workmanship issues.
      • Representation of the Episcopal Diocese of Connecticut regarding the sale and financing of property in Watertown, Connecticut, to The Taft School.
      • Representation of St. Andrew's Parish in Stamford, Connecticut. Client had valuable excess land for development. Robinson & Cole developed a sales contract (not an option to buy) as a part of an eight-year ground lease with rent commencing (and stepping up) at a large enough monthly amount to support parish activities. The developer had up to eight years to time the market for apartment approvals, and the land value/purchase price amount was fixed in future at a set percentage of the total project value (future market value including extraordinary 100 percent occupancy presumption). Many local approvals were required in the name of the ground landlord, but in favor of the ground tenant.
      • Representation of an urban parish in defending its right to demolish a dilapidated building next to the sanctuary for a developer under a long-term lease agreement that will fund the mission of the church for decades into the future. After the demolition of the building was approved, an advocacy group formed to require the congregation to maintain and rehabilitate the building, at substantial cost and with little future value. Robinson & Cole defeated an injunction action intended to force the parish to preserve the building and prevent development of the property.

      • Defense of an international congregation of Catholic women religious and an archdiocese of the Catholic church against claims arising from alleged sexual abuse of a minor during the early 1970s by a teacher employed at a school run by the order. Claims in this action include negligent hiring, supervision, and retention, breach of fiduciary duties, conspiracy and vicarious liability.
      • Defense of a religious congregation of pontifical right working internationally in the Catholic church, and several affiliated organizations within the church, against claims asserted by the putative child of the founder of the organization regarding sexual abuse. The claims asserted in this matter include negligent hiring, supervision and retention.
      • Defense of a parish and diocese of the Episcopal church against claims asserted by a former parishioner, who contends he was abused by a member of the clergy in 1977. Successfully obtained dismissal of claims based in vicarious liability. Summary judgment motion is pending on claims sounding in negligent hiring, supervision and retention claims, and breach of fiduciary duty claims. The issues in this case hinge on the knowledge of the lay leadership of the parish and the leadership of the diocese before the time of the abuse, which was 17 years earlier than the first reported misconduct by the cleric.
      • Defended and obtained an advantageous settlement of sexual abuse claims asserted against an international congregation of Catholic women religious by a minor, who claimed to have been sexually abused by a member of the order. The issues in the matters included vicarious liability claims and direct negligence claims.
      • Advised a parish and the diocese regarding sexual abuse claims asserted by two minors against a parish organist after the organist was convicted of criminal abuse charges. The matter was complicated by the fact that the minors came from a highly dysfunctional home, which made ascertaining the facts and negotiating a resolution very difficult. The matter was resolved at a level acceptable to the parish and the diocese, substantially below the policy limits, using a payment mechanism that protected the long-term interests of the minors to every extent possible.
      • Conducted an internal investigation on behalf of a parish of the Episcopal Church regarding embezzlement of hundreds of thousands of dollars of church funds by a family member of the former parish rector who served as treasurer. The investigation required sensitivity given that the person responsible had taken his own life when the misconduct had been discovered and given that the misconduct occurred in a small parish, in a small town. As a result of our work on behalf of the parish, an insurer reimbursed the parish for 100 percent of the loss it had suffered.
      • Advised a diocese regarding a dispute over property of one of its parishes under the control of disaffected lay and ordained leadership. The diocese successfully defended its rights over the property and prevented congregation members from removing the property to another denomination.
      • Defense of a parish against labor and employment practice claims asserted by a long-time parish sexton. Successfully negotiated an advantageous settlement of the claims.
      • Representation a national church in the Baptist tradition in a civil rights action arising from a dispute over clerical succession in a local church, in which one faction sought to have the regional bishop arrested for “trespassing” in the sanctuary of the church. Successfully negotiated a resolution of all claims.
      • Representation of a Connecticut nonprofit to investigate embezzlement of several hundred thousand dollars by its CFO, who made fraudulent wire transfers from the nonprofit’s bank account to his bank account. Investigation included working with a forensic accountant to investigate the extent of the loss, analyzing electronic bank records and computer software, interviewing the CFO, reporting the loss to the Connecticut attorney general , obtaining a full recovery for the loss through restitution from the CFO and the nonprofit’s insurance company; and representing the nonprofit regarding an investigation by the Department of Justice, the FBI, and the IRS.
      • Representation of three foundations to investigate embezzlement from the foundations, which were incorporated in three different states. An employee of the foundations’ management company embezzled over $1 million from the foundations collectively by writing fraudulent checks and making fraudulent wire transfers. Representation involved working with a forensic accountant to investigate the extent of the loss, analyzing electronic bank records and computer software, and interviewing the management companies’ employees and the independent auditor’s personnel. Robinson & Cole coordinated the foundations’ reporting of the findings of the investigation to attorneys general offices that oversee the foundations and assisted with the Department of Justice and Secret Service’s investigation and prosecution of the wrongdoer. Robinson & Cole also assisted the foundations in seeking recovery from the management company and the independent auditors.

      • Representation of the United Way of Eastern Fairfield County related to its merger with United Way of Westport-Weston to become United Way of Coastal Fairfield County.

      • Representation of Action-Housing of Norwalk, a nonprofit developer of affordable housing, regarding its merger into Mutual Housing Association of Southwestern Connecticut, Inc., a nonprofit housing development corporation serving Fairfield County.
      • Representation of Action-Housing of Norwalk, a nonprofit developer of affordable housing, regarding its merger into Mutual Housing Association of Southwestern Connecticut, Inc., a nonprofit housing development corporation serving Fairfield County.
      • Representation of Waterson Terminal Services, LLC as terminal port manager for ProvPort in negotiating and drafting various contracts related to land use and stevedoring operations at the Port of Providence, the municipal port of the City of Providence. ProvPort is a nonprofit public-private partnership, which owns and operates Port of Providence.
      • *These matters were of counsel prior to an individual attorney joining Robinson+Cole.

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