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Academics

The public academic enterprise has evolved considerably over the years, as senior staff and general counsel have begun to use increasingly nonprofit supporting foundations for asset protection and risk mitigation purposes, as a means to finance landscape changing initiatives, build intergenerational equity within the university enterprise, centralize and better leverage fundraising activities, undertake research and technology transfer, and maintain continuing community with students and alumni.

Grayson Thomas recognizes the importance of these nonprofit organizations in relation to the universities, colleges, and educational institutions, with which they are affiliated and designed to support.   We actively engage as outside special and general counsel for endowment foundations, real estate foundations, research foundations, athletic booster clubs, and alumni associations at a number of universities, colleges, and technical schools.

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REPRESENTATIVE WORK
  • Advising nonprofit foundations on issues related to private inurement, private benefit, and the excess benefit transaction rules, including the issuance of reasonableness opinions with regard to (i) compensation arrangements in general and (ii) compensation provided across multiple entities to key college or university personal.
  • Preparation and negotiation of agreements for donor-advised funds, designated funds, field-of-interest funds, scholarship funds and agency endowment funds); design and implementation planned giving programs (including a pooled income fund, a charitable gift annuity program, charitable remainder trusts and life insurance planning);
  • Advanced charitable giving techniques, including:
    • Charitable remainder trusts  (CRATs and CRUTs), including design, drafting, and implementation.
    • Use of charitable lead annuity trusts  (CLATs and Shark Fin CLATs) in a low interest rate environment, including design, drafting, and implementation.
    • IRA charitable contribution rollovers.
  • Advising nonprofit foundations on the implications of the Uniform Prudent Management of Institutional Funds Act, the South Carolina Nonprofit Corporation Act and other state laws applicable to the foundation;
  • Advising nonprofit foundations on the application of the Philanthropy Protection Act, Internal Revenue Code (and specifically the Pension Protection Act of 2006), and other federal laws applicable to nonprofit foundations;
  • The design and implementation of a gift acceptance policy, an investment policy, a conflict of interest policy, 990 policies, audit policies, and other policies for nonprofit foundations;
  • Advising nonprofit foundations on state law fiduciary duties and employment law matters;
  • Developing asset protection and liability mitigation strategies for the nonprofit foundations, including the use of single member LLCs as disregarded entities and corporate subsidiaries taxed under subchapter C of the Internal Revenue Code.
  • Affiliation Agreements between the supporting foundation and its supported college or university.
  • Unrelated business income tax, risk mitigation and advice.
  • Legal advice and counsel related to the Southern Association of Colleges and Schools and accreditation standards, including experience dealing with principles of institutional control.
  • NCAA issues related to Athletic Booster Clubs.
  • Strong experience with Type III functionally integrated supporting foundations of universities and colleges.
  • Legal evaluation of investment in foreign funds.
  • Freedom of Information Act issues, appropriate response, general advice and counsel.
  • Review of Form 990 and audited financial statements.
  • Public private/ partnerships, joint ventures, inter-institutional agreements and collaborations, sponsored research agreements, and technology transfer.
  • Counseling nonprofit foundations with regard to state and federal procurement related issues.
  • Creation and advancement of affinity programs for students and alumni.

Attorneys: Clay Grayson

REPRESENTATIVE FOUNDATIONS
  • Endowment Foundations
  • Real Estate Foundations
  • Research Foundations
  • Alumni Associations
  • Athletic Booster Clubs
  • Physician Practice Plans
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