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Bryan Cave Leighton Paisner is unparalleled in the talent and expertise it can bring to bear in a wide array of governance and exempt organization tax issues and transactions that routinely emerge in the distinctive setting of higher education.

We’ve worked extensively with institutions’ and nonprofit organizations’ executive, audit and compensation committees, as well as 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 policies,  as well as ancillary joint venture policies, and risk management initiatives and procedures and compliance programs relating to applicable open meeting laws.

We understand that the tax-exempt, highly-regulated and tripartite mission of modern research universities (education, research and patient care) coupled with centuries-old traditions of academia, accounts for the distinctive governance, finance, management and business operations models seen in such institutions. Decentralization of administrative and academic authority, highly consultative decision-making processes, sometimes-fraught relationships with municipal and state governments, and occasional federal inconsistency 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.

BCLP has 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 and cross-border operations.

BCLP attorneys also often work with donors and universities and other nonprofit organizations to accomplish charitable gift planning goals through charitable lead trusts, charitable remainder trusts, charitable gift annuities, donor advised funds, endowed funds or some combination of these. Each plan is developed to accomplish the goals for both the donor and done organizations in and efficient and effective manner and as part of the donor’s overall estate or multi-generation wealth migration planning.

Representative Experience

Our team’s experience with various tax and governance matters on behalf of higher education institutions include:

  1. Represented the Conference for Mercy Higher Education regarding the Sisters of Mercy of the Americas in connection with the restructuring of its nineteen colleges and universities in the United States into the Conference for Mercy Higher Education.
  2. Advised on and created CRT’s and other trusts for the benefit of a number of universities and colleges.
  3. Represented the Graduate School of a national medical research institute and routinely advise it on corporate, tax, governance, compliance and accreditation matters. Also advised on and prepared antidiscrimination and record retention policies per IRS guidelines, and counsel on the tax implications on fundraising from various sources, including related persons.
  4. Advised multiple universities on UPMIFA requirements and compliance strategies where institutional needs and priorities for endowment funds have changed with economic conditions.
  5. Advised leading national research university on Intermediate Sanctions issues and processes required for safe harbor treatment of a variety of related party transactions.
  6. Represented two universities and one college in a lawsuit against California State Approving Agency for Veteran Education (CSAAVE) challenging CSAAVE’s revocation of approval for schools’ veteran education programs for reimbursement under the GI Bill.  After obtaining a temporary restraining order against CSAAVE’s actions, the agency reversed its policy.
  7. Represented a university against a state board of registered nursing in lawsuit challenging the board’s authority to impose enrollment caps on nursing student enrollment, which would require an approximate 30 percent (or 3000-student) reduction in nursing student enrollment.
  8. Assisted foreign university in securing Section 501(c)3 public charity status.