Bryan Cave Combines with Berwin Leighton Paisner to Form Bryan Cave Leighton Paisner LLP Learn More

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.

Tax-Exempt Practice and Endowment Matters

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.

Higher Education Employment Matters

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.

Higher Education Governance and General Business Affairs

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.

Select Representative Matters (Tax Exempt Practice) 

  • Assisted national research university’s investment fund with tax, governance and securities issues.
  • Assisted regarding structuring of scientific research organization and affiliated supporting organization, a graduate school, and for-profit subsidiary.
  • Advised regarding the structuring of a joint venture between private university and INTO, a foreign for-profit corporation, to recruit foreign students.
  • Advised private university regarding application of UPMIFA to proposed loan and use of funds to acquire property surrounding campus.
  • Advised private university regarding notice to attorney general in compliance with UPMIFA to change use of endowment funds.
  • Assisted foreign university to secure Section 501(c)(3) public charity status.
  • Represented wide variety of institutional investors, including major endowments, with their investments in private equity, venture capital, hedge funds and real estate.

Select Representative Matters (Employment)

  • Counseled major academic medical center on non-competition agreements with faculty clinicians and successfully litigated to enforce same.
  • Investigated and defended universities as employers in defense of claims of retaliation and employment discrimination.
  • Conducted proactive employment audits and compensation analyses, and developed policies, procedures, systems and training for a variety of employers including colleges and universities.
  • Assisted university with the negotiation and structuring of employment agreements for key employees, including the president of the university and the basketball coach.

Select Representative Matters (Governance and General Business Affairs)

  • Advised regarding the structuring of a joint venture between private university and INTO, a foreign for-profit corporation, to recruit foreign students. 
  • Assisted colleges and universities with all aspects of employee benefits, including the design and structure of 403(b) plans, 457 plans, tuition remission programs, health plans and other welfare benefit arrangements.
  • Served as outside general counsel to a 15,000-student private nonprofit university with multiple international locations, providing counsel and litigation services on wide range of governance, business and employment matters.
  • Represented a flagship state university in successfully defending against antitrust claims arising out of student housing development.