Private foundations are charities that ordinarily rely for their support on a single company, family, or individual. Most private foundations serve their charitable purposes by making grants rather than conducting their own direct charitable operations. They are governed by stricter legal rules than public charities, and they often face difficult and highly technical legal compliance issues. Our lawyers help private foundations to navigate these regulatory complexities. We help founders, board members, and foundation staff to learn the rules so that they can focus their energies on philanthropy and avoid colliding with legal obstacles.
Areas of Focus
- Forming and securing tax exemption for foundations.
- Issues arising from grants to non-traditional grantees, e.g., a project of an organization that is not a U.S. public charity, or complex projects where further funding depends on specific benchmarks.
- Structuring transactions to avoid both direct and indirect self-dealing.
- Negotiating, documenting, and opining on program-related investments.
- Qualifying as a private operating foundation or a private pass-through foundation in order to benefit the community while generating maximum tax benefits for donors.
- Advocacy grantmaking.
- Qualifying distributions.
- Grants to individuals.
We also help companies develop effective legal structures for their community benefit activities, often including a company foundation.
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Related Publications (3)
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February 2018
Lobbying Overview for Private Foundations
Private foundations’ expenditures for legislative lobbying are prohibited as “taxable expenditures” by Section 4945 of the Internal Revenue Code. For the purpose of deciding what is prohibited lobbying, private foundations may rely on the definitions found in Sections 501(h) and 4911 of the Internal Revenue Code, which define lobbying for those public charities that have…Author
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August 2012 (Journal of Taxation)
Proposed Regulations Would Bring Program-Related Investments into the 21st Century
After decades in which the existing Regulations remained unchanged, Treasury and the IRS have responded to suggestions by the tax and private foundation communities and have issued updated guidance for special types of investments that are related to a foundation's purpose. While not every suggestion was adopted and while some questions remain unanswered, the overall…Authors
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Past Events
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In-Person Conference September 10-13, 2024
Rocky Mountain Tax Seminar
Sessions (all MT):
Day 1: Wednesday, September 11
- 9:15 a.m. – 10:15 a.m.: Current Developments
- 1:00 p.m. – 2:00 p.m.: Practical Issues Confronting Private Foundations
Day 2: Thursday, September 12
- 9:05 a.m. – 9:30 a.m.: What Private Foundations Need to Know About DAFs
- 9:30 a.m. – 10:00 a.m.: What Private Foundations Need to Know About Fiscally-Sponsored Projects
- 1:00 p.m. – 2:00 p.m.: Practical Issues Confronting Private Foundations
Colorado Springs, Colorado
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In-Person Conference May 21, 2024
Western Philanthropy Conference 2024 - Session: "Race Conscious Philanthropy"
Last year’s Supreme Court decision on admissions practices surprised many of us in the sector. The ruling left many of us wondering how this would impact other areas of operations, including employment practices and grantmaking. Our session will focus on what the landscape of race conscious philanthropy looks like today and potential areas of concern in light of last year’s ruling.
1:00 p.m. – 2:15 p.m. PT
Co-Presenters:
- Katy Youker, Lawyer’s Committee for Civil Rights, Director of the Economic Justice Project
- Tom Saenz, Mexican American Legal Defense and Educational Fund, President & General Council
Seattle, Washington
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In-Person Conference May 21, 2024
Western Philanthropy Conference 2024 - Session: "Effective Strategies for Influencing Public Policy”
The election is coming! While private foundations are subject to a number of restrictions when it comes to lobbying and political activities, there are still ways in which foundations can be involved and help create change. Additionally, family offices and foundations are starting to explore other vehicles, such as social welfare organizations, to allow for more flexibility when it comes to these activities. Come prepared to learn how to be an influencer of change and what guardrails to consider as your foundation moves forward.
1:00 p.m. – 2:15 p.m. PT
Seattle, Washington
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In-Person Conference May 21, 2024
Western Philanthropy Conference 2024 - Session: "What Is Impact Investing - Part I (Trends)"
As foundations look beyond the bottom line and evaluate their impact on the community they serve, impact investing has become a key component. Impact investing can take many forms, each with its own risk and return. Join us as we discuss these different forms, the benefits and challenges they may have, and trends that we see as impact investing becomes more widespread.
10:00 a.m. – 10:50 a.m. PT
Co-Presenter: Katherine Pease, Pathstone, Managing Director
Seattle, Washington
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Webinar August 10, 2023
CalNonprofits Session: "Ask a Nonprofit Lawyer: You Have Questions, We Have Answers"
11:00 a.m. – 12:00 p.m. PT
Free for CalNonprofits members; $45 for not-yet-members
Join us for something new! We’re bringing together two of the state’s most experienced nonprofit legal minds to address some critical nonprofit legal basics and answer some of your most pressing nonprofit-related legal questions. Eric Gorovitz and David Levitt, both principals at nationally recognized Adler & Colvin, will discuss such issues as compliance, privacy and data security, fundraising regulations, lobbying, and employment law as it applies to nonprofits.
You can also help guide our discussion by submitting your own questions for Eric and David. What legal quandaries are keeping you up at night? Is it about your board? Are you 501(c)4 curious? Let CalNonprofits know via the registration form, and we’ll do our best to respond to as many questions as possible. CEO Jan Masaoka will be on hand to help us sort through our sector’s most pressing concerns.
Presenter(s)
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Virtual Conference June 22, 2023
2023 AICPA & CIMA Private Foundation Summit - Session: "A Historical Look at Private Foundations and Partnership Investments"
This session will provide a historical look at partnerships investments, beginning with Plumsted Theater and moving through recent court cases and the current IRS work plan to gain a perspective on where we have been, where we are today, where there is clear guidance, where additional guidance is needed, and where private foundation are needing to document their filing positions.
10:40 a.m. – 11:30 a.m. PT
Co-Panelists: Jane Searing, CPA | Nancy McGlamery, J.D.
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In-Person Conference May 5, 2023
American Bar Association, Section of Taxation, 2023 May Meeting, E.O. Committee - Session: “New Kid on the Block: Purpose Trusts"
2:45 p.m. – 4:00 p.m. ET at the University of DC & Catholic University, Level M1 | Exempt Organizations PM Session 9
Patagonia has been in the news for using a purpose trust and a 501(c)(4) to accomplish the founder’s
philanthropic goals. What exactly is a purpose trust? How does this structure work, and what are its advantages and disadvantages? Is this trending? What are the implications for using private foundations?Moderator: Robert Wexler, Adler & Colvin
Panelist: Susan Gary, University of OregonChair: Rosemary E. Fei, Adler & Colvin
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In-Person Conference January 19, 2023
The University of Texas School of Law’s 40th Annual Nonprofit Organizations Institute Conference - Session: "A View of the Sector"
Explore the latest in policy and regulation from the US Government in an effort to answer the question: What just happened? You’ll be the first to know about topics like donor-advised fund regulations, end-of-year legislation, and what is Congress likely to do next? What about those expiring incentives for charitable giving, will they be renewed? Meanwhile, the Supreme Court continues to unwind the regulatory powers of the executive branch.
8:30 a.m. – 9:30 a.m. CT
Co-Presenter: Alex Reid, Baker & Hostetler LLP
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Virtual Conference December 13, 2022
AICPA & CIMA Private Foundation Summit - Session: Increasing the Tools in the Charitable Toolbox to Accomplish Your Charitable Mission
Increasing the Tools in the Charitable Toolbox to Accomplish Your Charitable Mission | 12:55 p.m. – 2:10 p.m.
Co-presenters: Jane Searing, Deloitte Tax LLP | Nancy McGlamery, Adler & Colvin
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In-Person Conference October 20-21, 2022
"Ask an Expert" at the National Center for Family Philanthropy’s 2022 National Forum on Family Philanthropy
“Ask an Expert” is an opportunity for forum attendees to meet one-on-one with a legal professional to discuss and gain valuable insight on issues pertinent to the management of their organization(s). Ms. Nancy E. McGlamery, Principal at Adler & Colvin, will be available for individual “Ask an Expert” sessions on Thursday, 10/20, and Friday, 10/21 at the National Forum. Register for the “Ask an Expert” meeting (20 mins) – attendance is limited. Please note that Ms. McGlamery can help you understand the laws, but cannot provide legal advice for specific situations.
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Virtual Conference August 16-17, 2022
Moss Adams Private Foundation Virtual Conference - Economic Update Session: “Economic Update and Minimum Distribution Requirements for Private Foundations”
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Webinar July 12, 2018
Strafford - Form 4720 Private Foundation Excise Tax Return: Reporting Taxable Violations
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Panel May 14, 2018
Mission Investors Exchange 2018 National Conference: Mission Forward! “Introduction to Impact Investing: A 101 for Beginners”
Co-panelist: Eric Stephenson, Cordes Foundation
Co-panelist: Rehana Nathoo, Case Foundation
Chicago, IL
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Seminar March 27, 2018
Grant Thornton, LLP - “What’s New in Not-for-Profit Law?”
Related Memos
Private Foundations - What You Need to Know
The most common manner in which individuals make charitable contributions is by making gifts or bequests outright to institutions and causes important to the donor. An alternative is to establish a charitable vehicle to receive the donor’s assets in one or more lump-sum payments, and then make grants/distributions to operating charities over time. As all of the interests in such an entity are dedicated to charity, they are eligible to receive tax exemption from the Internal Revenue Service and the California Franchise Tax Board.
Rules of the Road; A Guide to the Law of Charities in the United States, Second Edition, Chapter 4, Council on Foundations, 2008
This summary of the tax rules for private foundations will be published shortly by the Council on Foundations as Chapter 4 of The Rules of the Road: A Guide to the Law of Charities in the United States, by Betsy Buchalter Adler, Ingrid Mittermaier, and David Levitt.
