On June 3, 2024, a divided three-judge panel of the United States Court of Appeals for the Eleventh Circuit ruled that an Atlanta hedge fund likely violated 42 U.S.C. § 1981—the federal prohibition on racial discrimination in...more
Do you have an employment agreement? Should you have an employment agreement? We are often asked whether founders need written employment agreements with their companies. Every company's culture is different. Often founders...more
6/7/2024
/ At-Will Employment ,
Contract Negotiations ,
Employees ,
Employment Contract ,
Entrepreneurs ,
Investors ,
Non-Compete Agreements ,
Non-Solicitation Agreements ,
Pre-Employment Agreements ,
Restrictive Covenants ,
Vesting
Many founders are familiar with tax-exempt charitable organizations. These nonprofit entities—which are commonly known by reference to Section 501(c)(3) of the Internal Revenue Code—are operated exclusively for a broad range...more
The New York State Education Department (“SED”) has proposed an amendment to Title 8, Section 3.59 of the Rules of the Board of Regents that would clarify how a New York State institution of higher education (an “IHE”) might...more
Recent bills in the U.S. House of Representatives and Senate demonstrate legislators’ concerns about several issues related to nonprofits, including: (1) admissions practices at institutions of higher education; (2)...more
1/26/2024
/ Charitable Deductions ,
Colleges ,
Disclosure Requirements ,
Educational Institutions ,
Excise Tax ,
IRS ,
Legislative Agendas ,
Nonprofits ,
Proposed Legislation ,
Sports ,
Tax Exemptions ,
Universities
Most founders are familiar with Section 1202 of the Internal Revenue Code, which provides a tax exemption for the sale of Qualified Small Business Stock (QSBS). Less well known is Section 1202's cousin, Section 1045, which...more
Since the enactment of the statutory donor-advised fund (“DAF”) rules under the Pension Protection Act of 2006, sponsoring organizations that manage DAF programs have relied on the Internal Revenue Code (“IRC” or the “Code”)...more
On August 14, 2023, the Committee on Ways and Means of the United States House of Representatives (the “Committee”) issued an open letter (the “RFI”) entitled “Request for Information: Understanding and Examining the...more
Following the Supreme Court’s recent decision in Students for Fair Admissions, Inc. v. President and Fellows of Harvard College regarding the consideration of race in undergraduate admissions, a new lawsuit has been filed...more
In recent years, TikTok has become one of the most popular social media apps in the United States, with more than 150 million users, and the most popular smartphone app in the United States. Despite its widespread popularity...more
On June 29, 2023, the Supreme Court ruled in Students for Fair Admissions, Inc., v. President and Fellows of Harvard College and Students for Fair Admissions, Inc., v. University of North Carolina (collectively “SFFA”) that...more
7/10/2023
/ Affirmative Action ,
Civil Rights Act ,
College Admissions ,
Diversity ,
Educational Institutions ,
Equal Protection ,
Fourteenth Amendment ,
Race Discrimination ,
SCOTUS ,
Students for Fair Admissions v Harvard College ,
Students for Fair Admissions v University of North Carolina
The menu of tax planning options for founders includes many strategies designed to minimize income taxes upon liquidity events and to provide for wealth preservation across multiple generations. To achieve those benefits,...more
The ability to receive an income tax deduction for donations of private company stock can be a useful tax planning tool for founders. Assuming the stock has been held for more than one year, a founder can generally deduct the...more
In published guidance, the IRS has confirmed that a “qualified appraisal” is required if a donor of cryptocurrency is claiming an income tax charitable deduction greater than $5,000. This position, set forth in Chief Counsel...more
On December 20, 2022, the United States Department of Treasury’s Office of Foreign Assets Control (“OFAC”) announced the amendment of multiple regulations to add or revise certain general licenses across OFAC sanctions...more
For several years, New York’s Not-for-Profit Corporation Law (the “N-PCL”) has required some organizations to have policies protecting whistleblowing directors, officers, employees, volunteers and certain “key persons” from...more
Founders and other employees of private companies commonly employ sales of stock in the secondary market as a means of accessing cash prior to an offering or exit. Such sales are typically structured as a direct purchase of...more
In connection with the war in Ukraine, the United States has significantly enhanced its sanctions against the Russian Federation. However, the Department of the Treasury’s Office of Foreign Asset Control (“OFAC”) recently...more
Start-up and early stage companies commonly offer equity compensation to attract talent, encourage employee retention, and align company and employee interests on business objectives. There are several different types of equity...more
Estate planning strategies for founders are typically focused on saving both income taxes and estate taxes. Income tax savings can be achieved by creating and funding multiple trusts with company stock that duplicate any...more
Proposals to significantly change the rules surrounding donor advised funds (“DAFs”) and private foundations have been introduced in the House of Representatives. The Accelerating Charitable Efforts Act (the “Act”), which...more
On July 1, the Supreme Court issued a major decision concerning nonprofit donor disclosure laws and the First Amendment. In Americans for Prosperity Foundation v. Bonta, No. 19-251, the Court held that a California law...more
7/8/2021
/ Americans for Prosperity Foundation (AFP) v. Bonta ,
California ,
Charitable Donations ,
Charitable Organizations ,
Disclosure Requirements ,
Donor Lists ,
Donors ,
First Amendment ,
Freedom of Association ,
Mandatory Disclosure Rules ,
Nonprofits ,
SCOTUS ,
Tax Exempt Entities
On June 9, 2021, United States Senators Angus King (Ind.-MA) and Charles Grassley (R-IA) announced plans to introduce the “Accelerating Charitable Efforts Act” or the “ACE Act” (the “Act”) which, if adopted, would implement...more
In an effort to provide additional relief in response to the COVID-19 emergency, the Internal Revenue Service and the New York Attorney General’s Charities Bureau have announced filing extensions for exempt organizations. ...more
On April 6, 2020, the Small Business Administration (the “SBA”) in consultation with the Department of the Treasury released additional guidance reflecting the implementation of the Paycheck Protection Program (“PPP”) of the...more