Nonprofit Organizations and Foundations

LEADERSHIP: Lisa B. Petkun

 A partial list of our nonprofit organization work includes:

  • since 1956, acted as outside general counsel to a corporate fiduciary which is the trustee of several very large charitable trusts
  • handled all aspects of the sale of a tax-exempt hospital, including creating and obtaining an expedited Section 501(c)(3) ruling for a new charitable organization that was an integral part of the sale structure
  • represented a 501(c)(6) entity in its acquisition of a 501(c)(3) formed by an association of biotechnology companies to engage in educational and research activities
  • served as general counsel to a charitable institution and advised the board of directors on contract issues, intellectual property issues and litigation matters. We also advised on various issues concerning charitable contributions, including the institution's capital fund campaign.
  • serving as general counsel to a pediatric hospital and provided full range of legal advice. In the charitable giving area, we provide advice concerning numerous charitable gifts under wills and trusts in which the organization is the beneficiary, including a significant will contest.
  • advised a charitable organization on all aspects of charitable giving as issues have arisen regarding programs established by the organization and particular concerns of donors. In addition, one of our lawyers chaired the Endowment Fund Committee of this organization.
  • served as general counsel to an arts organization, advising on general corporate matters, creditors' issues, and labor and employment issues
  • advised a pension fund on whether certain types of investments in commodities would create unrelated business taxable income
  • advised the board of directors and president of a private college on business counseling and contract issues and litigation matters. We also counseled the college about various inter vivos and testamentary gifts, including the creation of an endowment fund.
  • advised a major charitable trust on tax, securities law, fiduciary and other issues concerning structure, governance and its relationship with the corporation of which the charity is a significant stockholder
  • advised a major charitable trust on governance and related issues.

Pepper's tax-related engagements for college, university and other educational institution clients include:

  • served as general counsel to a private university's nonprofit subsidiary that is focused on research and development of technology
  • advised private colleges and universities on the structuring of major gifts and bequests; inter vivos and testamentary gifts, including the creation of an endowment fund; and reviewing offering documents for various potential endowment investments.

Our litigation for nonprofit institutions has included:

  • a pledge made to a school contested by the beneficiaries of the pledger's estate
  • potential fraud and abuse enforcement actions for a specialty medical center
  • a student expulsion case involving threats of Title VI and breach of contract litigation
  • design of alternative dispute resolution agreements between a nationally recognized college and its students
  • internal adjudication of a student’s sexual harassment allegations against a faculty member
  • removal of a tenured faculty member in a case involving sensitive issues relating to federal grant monies, due process hearings and potential adverse publicity
  • labor and employment matters, such as union organizing campaigns, unfair labor practice charges, collective bargaining strategies, tenure issues, designing and defending affirmative action and RIF programs, employment contracts, Americans with Disabilities Act advice and counseling and international employment problems.

Pepper handles a range of employee benefits matters for tax-exempt organizations, including:

  • provided retirement plan counseling, plan design and ongoing compliance issues for tax-sheltered annuity (403(b)) plans, including Department of Labor and IRS compliance requirements
  • counseling on executive and deferred compensation issues unique to tax-exempt organizations, including unfunded arrangements and use of split-dollar and other life insurance policies
  • tax advice on tuition and fellowship benefits, and employee fringe benefits
  • counseling on compensation and benefit issues in university hospital and medical office affiliations
  • successfully representing benefit plan trustees in plan administration and fiduciary litigation, including awards of attorneys' fees.

Our intellectual property work includes:

  • designing technology transfer programs, including license and sponsored research transactions, and related equity features
  • preparing, filing and prosecuting domestic and foreign patents in the biotechnology, chemical and pharmaceutical arts
  • drafting and negotiating contractual agreements, including sponsored research agreements, material transfer agreements, license and collaborative research agreements, corporate partnering arrangements and related opportunities
  • representing parties in litigation and alternative methods of dispute resolution, including inventorship and ownership issues, enforcement of patent rights, interference proceedings to determine priority of invention and foreign patent oppositions
  • drafting computer hardware and software contracts and licensing agreements.

Pepper also has handled legislative matters, real estate acquisition, disposition and leasing, construction contracting and related litigation, and bond financing for colleges and universities.

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