Nonprofit

The nonprofit practice grew out of the Trusts & Estates group and remains closely tied to it. Most of the firm's nonprofit clients — private family foundations, community foundations, educational organizations, and faith-based nonprofits — came to us through a planning engagement with a donor or founder, and the relationship extended into ongoing counsel to the organization. The practice is anchored by Winona Thorpe, a Fellow of the American College of Trust and Estate Counsel.

Formation work covers the full sequence: Connecticut nonstock-corporation formation, IRC section 501(c)(3) determination applications (Form 1023 and 1023-EZ), Connecticut Solicitation of Charitable Funds Act registration, and state property-tax exemption filings. We structure foundations — private non-operating, private operating, supporting organizations, and donor-advised funds within a sponsoring charity — based on the donor's tax posture, governance preferences, and grant-making plans. Lorelei Nguyen handles much of the charitable-foundation-formation work and co-chairs the CBA's Young Lawyers T&E subcommittee.

Ongoing governance work is the steady state. Board-fiduciary-duty counseling, conflict-of-interest policies, executive compensation under the IRS intermediate-sanctions regime, and the private-foundation excise tax rules under IRC sections 4940–4945 occupy a meaningful share of the practice. Tax chair Flannery O'Neill handles the technical tax-exempt compliance issues, including unrelated business income tax returns and the Form 990-PF analysis that private-foundation clients rely on annually. Brendan Thompson advises on charitable gift planning and on the fiduciary-duty issues that arise when a foundation's investment or grant-making decisions come under scrutiny.

Connecticut's Attorney General's Office maintains active charitable-solicitation oversight through the Public Charities Unit. Registration renewals, audited-financial-statement filings, and investigations into fundraising compliance are regular touchpoints. We have represented Connecticut nonprofits through AG inquiries, resolved registration issues without public enforcement, and counseled boards through governance crises that caught the AG's attention.

The practice also handles the transactional work that nonprofits need periodically — real-estate acquisitions for program facilities, employment matters for executive directors, and the occasional joint venture or merger between Connecticut nonprofits. Those engagements draw on the firm's Real Estate and Labor & Employment groups.