The tax-exempt, highly regulated and tripartite mission of modern research universities (education, research and patient care), coupled with centuries-old traditions of academe, accounts for the distinctive governance, finance, management and business operations models seen in such institutions. Those models and complexities are present to nearly the same degree in American colleges as well. Decentralization of administrative and academic authority, highly consultative decision-making processes, sometimes-fraught relationships with municipal and state governments, and occasional federal inconstancy in its understanding of the appropriate “quid pro quo” for higher educational institutions’ tax-exempt status, all add to the governance, finance and operational complexities of universities and colleges.
Bryan Cave Leighton Paisner possesses nationally regarded experience in those complexities and can work with you to solve your current challenges or prevent new ones from arising in the future.
Bryan Cave Leighton Paisner’s exempt organizations practice includes highly experienced attorneys skilled in all issues relating to federal, state and local tax exemptions, executive compensation in the nonprofit setting, academic employee benefits (e.g., 403(b), 457(f) and other deferred compensation plans), UBIT and debt-financed income issues; joint venturing between exempt and non-exempt entities, charitable giving trusts and other planned giving transactions, municipal demands for payments in lieu of taxes, tax-exempt financing transactions; and the management of exempt organization tax audits and tax controversies.
Higher educational institutions look to their endowments for critical operational support and as the foundation for their perpetual existence. Bryan Cave Leighton Paisner features deep experience in UPMIFA and other state (and federal) laws governing endowment, or “institutional funds” management, and also works closely with the managers of such endowments to safeguard institutional rights and remedies with respect to limited partnership agreements and other transactions documenting the “alternative investments” that account for an ever-increasing share of university and college endowment holdings.
Bryan Cave Leighton Paisner has for decades represented colleges and universities in the entire range of employment controversies, and has a particularly deep understanding of the especially distinctive dynamics of fair employment conflict and litigation involving tenured members of the faculty who enjoy the express substantive and procedural protections of tenure policies. We have worked with clients to develop and enforce non-compete agreements with key health care and executive personnel.
Bryan Cave Leighton Paisner is unparalleled in the talent and experience it can bring to bear in a wide array of commercial issues and transactions that routinely emerge in the distinctive setting of higher education.
Legally secure, reputation-enhancing and prudent governance of higher educational institutions has never been so challenging, both as a matter of increasing government oversight and as a result of increased public expectations for accountability, regularity and proper handling of board-level and executive conflicts of interest. The returns filed with the IRS annually by such institutions have over the past several years imposed a series of new requirements on educational board governance, and the financial consequences (let alone the reputational implications) can be severe for the institution and its individual board members from missteps in this arena. Bryan Cave Leighton Paisner has worked extensively with nonprofit organizations’ executive, audit and compensation committees, and their inside counsel, in developing board committee charters and specialized by-laws, conflict of interest policies and reporting requirements, compensation protocols to ensure safe harbor treatment under the federal Intermediate Sanctions laws, whistleblower and record retention polices, and development of risk management initiatives and procedures and compliance programs relating to applicable open meeting laws.
We have represented universities in matters such as international partnerships, joint ventures and alliances, whether limited to research collaborations or overseas campus development projects, and with respect to all tax planning, “doing business” and employee relations or benefits issues arising from overseas operations.
Bryan Cave Leighton Paisner also has experience successfully litigating antitrust attacks on the conduct of university business affairs. Representing both higher education institutions as well as secondary schools, we have extensive experience with FERPA, Title IX and Section 1983 claims.
In connection with our representation of faith-based colleges and universities, we also have developed special expertise related to First Amendment and religious accommodation issues that are critical for religious organizations seeking to cultivate and advance their distinctly religious character and mission. Our Religious Organizations Team helps our clients navigate through the complex and dynamic intersection of religion and civil law.