Corporate and Transactional

General Corporate & Commercial

Our attorneys advise individuals and businesses on the incorporation, transformation, dissolution and liquidation of all forms of corporations and partnerships. We counsel corporate clients on the day to day handling of a broad range of legal and business matters relating to the structure, governance and internal operations of their business. Our relationships with our corporate clients include working with them to engage in cost-effective ways of reviewing existing business, helping to proactively identify problems and offering affordable solutions. In addition, we counsel clients on the establishment of overseas subsidiaries and representative offices.

We provide insight and counseling on a range of general corporate and compliance matters for public and private companies, including:

  • Entity and subsidiary formation and constituent documentation
  • Board and shareholder authorizations
  • Sarbanes-Oxley compliance
  • Subscription and stockholder/member/partner agreements
  • Business planning and presentation
  • Business and commercial contract forms, analysis and amendments
  • Confidentiality, licensing and trade secret agreements
  • Employment, consulting and non-competition agreements
  • Stock option plans and executive compensation programs
  • Reorganization, dissolution and liquidation
  • Strategic alliances and joint ventures

Corporate Finance

CKR’s attorneys have accumulated years of experience in corporate finance transactions. We have represented issuers, investment bankers and private equity investors. We have handled public and private offerings of equity, debt, and asset-backed securities, including initial public offerings, primary and secondary follow-on offerings, registered direct offerings, exchange and rights offerings, and tender offers. We handle private equity investments for public and private companies, including PIPE transactions, for which we negotiate the terms of the transaction and counsel clients on the related registration of the underlying securities, and on state and federal regulatory considerations.

Our experience in PIPEs and going public transactions has allowed the firm to build a network of funding sources and service providers that are available to our clients. We believe that these connections allow us to act not just as lawyers but also as business advisors to our clients. This value added service gives our firm the opportunity to help our clients advance their businesses and to increase shareholder value.

Corporate Governance

CKR assists boards of directors, board committees and individual directors in the planning and implementation of corporate goals in accordance with applicable state and federal laws, fiduciary duty obligations and best practices. We assist public companies and their audit or special committees on internal and external investigations related to Sarbanes-Oxley compliance and other internal control matters, and in connection with management buyouts and privatization transactions.

We advise clients on a broad range of corporate governance and compliance matters, including:

  • Fiduciary duties, conflicts of interest and liability
  • Sarbanes-Oxley Act of 2002 and internal controls over financial reporting
  • Board committees requirements and responsibilities
  • Special committees and internal investigations
  • Executive compensation and option granting practices
  • Codes of business conduct and ethics
  • Stockholders’ rights plans
  • Directors and officers indemnification and insurance
  • Custom management training programs

Capital Markets

CKR advises on nearly every type of capital markets offering. Investment banks, issuers and private equity sponsors of all sizes across a range of industries — including oil and gas, healthcare, biotech, real estate, technology, mining, pharmaceuticals, food and beverage, retail and consumer products, and manufacturing — rely on CKR’s capital markets team to help them raise proceeds through a broad array of securities products, from the standard to the most innovative and complex. CKR’s debt and equity capital markets services cover all varieties of capital markets transactions, including:

  • Initial public offerings (IPOs), secondary and follow on stock offerings
  • Bridge financings
  • Equity-linked securities and equity derivatives
  • Private equity and mezzanine financing
  • Private placements, as well as public equity (PIPE) offerings
  • Liability management transactions, such as tender offers, exchange offers, consent solicitations, amendments and waivers
  • Global finance, including the Shari’ah approval process and original structures based on murabaha, mudaraba, ijara, wakala and musharaka products
  • Securities and financial regulatory experience with SEC registrations, Rule 144A offerings, shelf registrations, regulations of global regulatory institutions, trading rules (such as Regulation M), blue sky work and rules of and reviews by the Financial Industry Regulatory Authority and the Public Company Accounting Oversight Board
  • Stock exchange listings

Emerging Growth

For a cash constrained startup, our Emerging Growth practice operates as a small-scale specialty boutique. As our clients grow, so does our team. We provide the right lawyers for the specific needs of our clients, never overwhelming them with what they don’t need. Our attorneys leverage the firm’s strength and experience in general corporate law, technology licensing, cross-border transactions, and state and federal securities laws to provide a full range of legal services. The team also has extensive experience in diverse sub areas including: corporate formation, private and public equity financing, mergers and acquisitions, corporate governance, licensing, marketing, distribution and franchising, outsourcing, and privacy and data protection. Our lawyers’ decades-long history of committed representation has assisted hundreds of entrepreneurs and start-up companies across fast-paced, developing industries. CKR’s depth of experience spans numerous practice areas, allowing us to meet the legal needs of emerging global company clients in areas such as:

  • Corporate transactions and advice
  • Venture fund formation and representation
  • Intellectual property – patents, trademarks, copyrights, and trade secrets
  • Technology development and joint venture agreements
  • Executive compensation and employee benefits issues
  • Domestic and international licensing of technology and distribution of products
  • Tax planning
  • Antitrust advice, as well as government and private litigation and alternative dispute resolution
  • Business immigration issues

Employment

CKR represents employers concerning a variety of employment issues under state and federal law, including:

  • Defending against claims of employment discrimination and sexual harassment
  • Overtime claims
  • Wage and hour practices
  • Drafting personnel and policy manuals
  • Hiring, discipline and discharge issues
  • Reductions in force
  • Internal investigations
  • Management training
  • Employee leave issues
  • Drug and alcohol testing
  • Severance agreements
  • Unfair labor practices

We offer our clients various services such as drafting or updating comprehensive employee handbooks, enforcing non-compete agreements, structuring compliant payroll plans, alternative dispute resolution and defending lawsuits brought by employees.

Franchise & Distribution

We help clients expand through franchising and other distribution methods. Our clients are both domestic and international and large and small companies. We represent franchisors, franchisees, suppliers, and multi-unit and master franchisees. We represent clients in franchise disputes, including negotiation, mediation, arbitration and litigation.

Our franchise practice is national and international in scope. We are uniquely positioned to provide franchise specific knowledge for virtually any legal or business challenge worldwide.

Our attorneys can assist your business with the following services:

  • Structuring franchise and distribution programs
  • Registration and disclosure
  • International franchising and distribution
  • Co-branding arrangements
  • Franchise finance services
  • E-commerce
  • Litigation avoidance
  • Intellectual property
  • Franchise litigation and dispute resolution
  • Terminations and other relationship issues
  • Real estate
  • Licensing of technology including software

Financial Services Firms, Broker-Dealers, Investment Advisors

Whether launching a new broker-dealer, investment bank, or investment advisor, grappling with the challenges posed by the ever-changing regulatory environment or representing an investment banking concern in due diligence and structuring of a sell-side transaction, the extensive expertise and experience of CKR’s lawyers provide our clients with a distinct advantage. We have represented financial services firms in connection with all virtually all issues facing these firms and their operators including all manner of regulatory and SRO (FINRA, CFTC, NFA) registration and licensing, internal corporate governance matters, due diligence, merger and acquisition activities, and SEC enforcement defense matters.

Our Financial Services/Broker-Dealer/Investment Adviser practice group represents a wide range of organizations engaged in providing broker-dealer, investment advisory, investment banking, and investment company services. Our clients have included major national, regional and local broker-dealers, as well as investment advisers, dual-registered firms, municipal securities dealers, bank affiliated broker-dealers, bank dealers, investment companies, investment managers, and public and private funds and banks. Our practice spans many different areas of the industry, including market regulation, securities enforcement, consulting, private client defense/arbitration, litigation and internal investigations. Our attorneys who practice in this area possess a wide range of experience in the broker-dealer, investment advisory and investment company compliance and transactional areas. Our goal is to provide clients with a unique blend of backgrounds and to supply a full complement of legal services to large and small financial services organizations. Our group members’ experience is widely varied and is not limited to a particular type of financial services organization or market segment.

Selected Financial Services/Broker-Dealer/Registered Investment Advisor Services

  • FINRA membership applications
  • FINRA continuing membership applications
  • Market making and floor brokerage issues
  • Regulatory examinations/audits/SEC and SRO inquiries (sales practice/trading and market making/financial/specialized sweeps), investigations and hearings
  • Arbitration/mediation (customer and industry disputes)
  • Market surveillance and enforcement proceedings and investigations
  • “Wells” submissions
  • Internal audits and investigations for broker-dealers and investment advisors
  • EB-5 Immigrant Investor Program compliance
  • Clearing agreements
  • State registration issues
  • Net capital and margin issues
  • Broker transition matters including raiding and unfair competition claims
  • Mergers and acquisitions
  • Corporate and capital structure; LLCs, partnerships, S corps, C corps, debt-equity considerations, and subordination agreements
  • Written supervisory procedures, compliance manuals, and other policy statements
  • USA PATRIOT Act compliance (anti-money laundering and customer identification programs and compliance)
  • Employment and consulting agreements and employment issues (wrongful termination, discrimination, severance, etc.)
  • Forms BD, U-4, U-5, and RE-3 issues
  • Statutory disqualification matters
  • SEC versus state investment advisor registration and compliance
  • Investment Advisor written supervisory procedures, compliance manuals and other policy statements including codes of ethics, proxy voting and business continuity
  • Investment advisor compensation, including performance fee and management fee issues
  • Investment advisor marketing and performance disclosures, Section 206(4) and solicitation fee agreements
  • Investment advisory customer account structures, including wrap fee issues
  • Investment advisor and broker-dealer conflicts of interest issues
  • Section 28(e) and soft dollars
  • Investment advisor registration and compliance, including Form ADV preparation and disclosure issues

Selected Financial Services/Broker-Dealer/Investment Advisor Industry Services

  • FINRA broker-dealer formation, licensing and registration
  • State / federal registered investment advisor formation, licensing and registration
  • CFTC commodity pool registration
  • SEC, FINRA enforcement defense and resolution
  • Purchase/sale of broker-dealers
  • Transactional due diligence
  • Sell-side deal structuring and legal advisory
  • Foreign market registration

Funds

Alternative Investment Management

CKR has extensive experience in all aspects of the creation, structuring and distribution of alternative investment products including hedge funds, private equity funds, venture capital funds, mutual funds, small business investment companies (SBICs), commodity pools, film funds, film slate funds, EB-5 development funds, and real estate development funds. We understand the constantly evolving regulatory environment, and we draw upon our collective experience in interpreting and applying partnership, corporate, securities, and finance law to achieve every client objective. From initial organization and funding, through managing extraordinary growth – we work closely with our clients to design not only the most appropriate and suitable fund structure, but to ensure that fund terms comport with asset class and investment strategy. Our clients find our lawyers’ unique understanding of financial markets, instruments and products enable us to provide them with legal advice that is based on business practice, not just legal theory.

CKR lawyers help clients understand and navigate relationships between fund managers, administrators, investors and custodians – in addition to the complex regulatory, operational and legal issues faced by fund managers, sponsors, advisors and investors. The professional experiences of CKR lawyers, as well as our key relationships with prime brokers, placement agents, administrators, auditors, consultants, capital providers, investors, and other industry players, sets CKR apart from others who offer legal services to the alternative investment management industry.

Selected Alternative Investment Management Services

  • Hedge fund formation & structuring (domestic & offshore)
  • Private equity / venture capital fund formation & structuring (domestic & offshore)
  • Mutual fund formation & structuring
  • Strategic advice and counseling
  • Transactional / Buy-side representation
  • Sell-side / Capital raising advice & counseling
  • Fund Advisor compliance and registration
  • Offering memorandum/prospectus preparation
  • Fund wind down, orderly liquidation
  • Special situations & crisis management
  • Side Letters
  • Tax

Venture Finance & Emerging Companies

CKR is routinely engaged to focus on representing the unique interests of high-growth start-up companies and other emerging businesses. CKR attorneys are proactive in understanding our clients’ businesses and the communities necessary to support them, enabling us to provide practical, timely, and strategic legal advice.

Our attorneys work closely with emerging companies through all stages of their development, providing innovative solutions for the legal and business challenges they face, which include the following types of projects:

  • Entity Formation – and assisting founders with business strategy and planning, assembling the founding management team, selecting and forming the appropriate business entity, and identifying investors who can provide the necessary capital to support and accelerate emerging company growth.
  • Contracts – reviewing, preparing, structuring and negotiating various types of contracts in a wide variety of industries.
  • Capital Raising – advising clients of all shapes and sizes in numerous different types of debt and equity financing, including convertible notes and venture capital and angel investments.
  • Intellectual Property – our clients can rely on CKR’s intellectual property attorneys addressing and protecting all emerging clients’ intellectual property rights. Our IP attorneys focus on commercial value of the patent rights they pursue, to better secure client funding and enhance client valuation. In addition, we work with clients to leverage their IP through licensing, development, reseller, distribution, and other strategic agreements that generate revenue streams and other business opportunities.
  • Employment – CKR has the capability to assist in advising clients in various jurisdictions on many different employment related issues experienced by emerging companies, such as preparing executive employment agreements; implementing stock option and other employee incentive plans; structuring employee benefit plans; establishing consulting or contractor agreements; and developing human resource polices and handbooks.

Oil and Gas Cartels

CKR lawyers have extensive experience defending companies involved in cartel and price fixing investigations. We have successfully defended companies in investigations and coordinated the defense of multi-jurisdiction cartel investigations. Our lawyers have successfully defended companies in lawsuits and other proceedings in cartel cases.

Trust and Estates

Complex modern tax and property laws are an obstacle to the efficient transfer of family assets between generations. Indeed, the combination of federal and state income and death taxes can decimate family wealth. Our experience, energy and creativity assists individuals and businesses in protecting family wealth. Our experienced lawyers concentrate in formulating and implementing creative strategies to transfer resources within, and preserve capital for, the client’s family. As the complexities associated with family wealth transfer have increased, we have expanded our service beyond the traditional “probate” practice. We are thoroughly familiar with the tax and property laws relating to the planning, administration and litigation of trusts and estates. We also are experienced in issues involving closely held businesses, retirement accounts, insurance, charitable gifts and foundations, valuation and planning for incapacity.

Mergers and Acquisitions

Our attorneys have counseled clients on a wide variety of complex and sophisticated merger, acquisition and reorganization transactions. These include reverse mergers, share exchanges, triangular mergers and asset purchases and sales. CKR Law attorneys possess years of experience in structuring, performing due diligence and negotiating these transactions, which facilitates the consummation of M&A transactions quickly and efficiently. We have counseled acquirers, targets, investment bankers and equity investors on the purchase, sale and combination of public and privately owned business entities. We have extensive experience handling cross-border transactions, including corporate reorganizations and restructuring, joint ventures and secured-financings, going-private transactions, and spin-offs of company divisions. Our attorneys work on all transaction phases, including responding to acquisition offers, structuring acquisitions, arranging public and private funding of the transaction, advising boards on fiduciary duties, and preparing applicable federal and state regulatory filings.

Private Equity/Venture Capital

CKR assists private equity and venture capital houses in making investments locally in countries throughout the world, and globally in cross-border transactions.

Our private equity practice has lawyers operating in Europe, the United States, Asia and the Middle East, offering world class service to private equity houses and their portfolio companies. As more private equity houses undertake cross border deals, we are ideally placed to act on these transactions.

We offer sophisticated advice for the full life cycle of an investment or portfolio company. Our lawyers represent private equity and venture capital houses through their growth cycle, including fund formation; new money or private equity investments; financings; initial public offerings, as well as in mergers, acquisitions, strategic partnerships, or trade sale exits.

Real Estate

Our attorneys represent clients in all aspects of real estate development, transactions and litigation. We provide clear, practical advice to help clients achieve their business goals, whether it involves a simple lease renewal, a complex securitized financing, a mega-development proposal or a tax dispute.

Our practice involves the development, acquisition, disposition, leasing, financing, construction and syndication of industrial, commercial and residential real estate; real estate loan and partnership workouts, foreclosures and bankruptcies; zoning and land use; housing and urban development; and real estate taxation. We also handle all types of litigation involving real estate.

While we perform basic legal work necessary to structure and close transactions, we also help clients identify and develop business opportunities. Through close working relationships, we hope to assist clients in meeting their goals and objectives beyond a single transaction.

Our core practice includes:

Real Estate Investment Trusts (REITs). We have extensive experience in handling large, complex corporate and finance transactions for public and private REITs and other large owners of commercial real estate. We have handled REIT mergers and acquisitions and represented REITs in numerous public and private equity and debt offerings, joint ventures and portfolio acquisitions and dispositions.

Acquisition and Development. Our engagements in this area include the acquisition and development of downtown office buildings and suburban office parks, corporate headquarter facilities, build-to-suit manufacturing, warehouse and distribution facilities and industrial parks, residential multifamily complexes, single-family residential subdivisions, mixed-use developments, retail developments, hotels, condominium conversions, cooperatives, medical centers, assisted living communities, nursing homes and resort communities and wind/energy projects.

Land Use and Zoning. We help property owners and developers obtain necessary planning and zoning approvals and permits, including representing clients in appeals before municipal zoning hearing boards and trial and appellate courts.

Real Estate Leasing. We are experienced in representing landlords and tenants in a variety of leasing transactions, including build-to-suit leases, turnkey leases, tenant improvement allowance leases, subleases, office leases, retail leases, warehouse and industrial leases, and manufacturing facility leases. Leases carry a variety of business and legal risks, and sophisticated clients understand that a well-negotiated lease can save time and money. Many lease and sublease transactions require an assessment and allocation of costs, benefits and risks. We understand the need to negotiate and document the transaction quickly, while minimizing our client’s legal and business risks.

Real Estate Finance. Our attorneys are experienced in helping clients understand and assess available financial products and decide which financing methods best suit their business needs. Our experience includes traditional mortgage loans, mortgage securitizations, off-balance sheet financings, interest rate swaps and other derivatives, bank syndications and bond market financings.

Real Estate Taxation. We represent property owners and real estate developers in the appeal of real estate tax assessments.

Real Estate Litigation. We are experienced in all aspects of real estate litigation. Our experience includes issues of foreclosure/deficiency judgments, ownership disputes, easement and boundary disputes, lease disputes, right of first refusal, buy-sell agreements, specific performance disputes, tax appeals, land use and zoning appeals, and eminent domain and condemnation matters.

REITS

Real estate investment trusts (REITs) are a special form of tax-advantaged business entity created for the specific purpose of encouraging widespread ownership of real estate by small investors. Our lawyers historically have been significantly involved in the REIT industry, having served as outside general counsel or issuer’s counsel to major industry players. Our lawyers are skilled in tax, corporate and securities compliance for REITs. We have a practical understanding of REIT business and legal needs, problems and concerns, and we work closely with our clients to further their success. We regularly advise public and private real estate investment trusts (REITs) regarding the tax implications of various business transactions, including going public, secondary offerings of debt and equity (including from non-U.S. markets), tax compliance and private letter ruling issues, mergers with public REITs, private REITs and non-REITs, UpPREIT structures, DownREIT transactions, and joint ventures and limited liability company agreements. We have served as tax counsel to special committees of public REITs regarding complex issues like management buy-outs, auction transactions, IRS closing agreements, and REIT qualification issues.

Tax

Clients benefit from our attorneys’ experience in addressing challenging and complex transactions and tax matters. Rather than serving merely as “tax specialists,” our tax lawyers provide creative, practical, business-oriented solutions to achieve clients’ goals in each deal.

Transactional Tax

Clients engaging in complex commercial transactions require forward-looking, creative, and sophisticated advice to meet their immediate goals and be in a position to easily adjust to changing laws and new opportunities. CKR attorneys partner with clients to help meet strategic business and financial goals and to minimize the tax impact of their business transactions. As a team of forward-thinking attorneys, we bring important issues to our clients’ attention early in the structuring phase of a transaction and anticipate the potential long-term effect of a transaction so that clients are better prepared.

Our lawyers help clients structure, negotiate, and document a variety of business transactions—including corporate, partnership, and limited liability company formations, mergers and acquisitions, disposition transactions (including spin-off transactions, asset sales, stock sales, Section 338(h)(10) and Section 338 (g) transactions) joint ventures, and financing transactions—in a tax efficient manner by working closely with clients, investment bankers, and the IRS, and adhering to aggressive timetables in order to maximize client business opportunities.

We maximize our clients’ business opportunities by assisting with focused and tax-efficient transactions, including inbound and outbound investments, cross-border mergers, dispositions, and joint ventures; reorganizing and restructuring multinational corporate groups; creating centralized cash management centers; and preparing for transfer pricing, foreign entity classification, foreign tax credits, foreign currency transactions, profit repatriations, and tax treaty issues.

Tax Controversy and Litigation

A tax controversy with the Internal Revenue Service (IRS) can take a business or individual through complicated and challenging stages: administrative audits, appeals, post-appeals mediation, and litigation in federal court and dealing with tax collection matters . CKR is a valuable partner throughout every step of the intricate legal processes and we are focused on ensuring client resources are focused on favorable, cost-effective outcomes. Our team has the experience to analyze each unique situation at the onset, and develop strategic responses and solutions based on our attorneys’ experience with the IRS and keen understanding of tax laws and the tax controversy process. Our goal is to resolve a client’s case at the earliest possible point while securing the best possible settlement. CKR’s attorneys possess the skills necessary to negotiate a settlement, as well as the experience and foresight to position the matter for litigation when required. Clients benefit from the strong working relationships we have built with the IRS that have helped us to obtain favorable and fair settlements on behalf of many of our clients.

Global Finance Investment

CKR’s global finance lawyers have extensive Islamic finance experience across the core practice areas of banking, project finance, capital markets, restructuring, mergers and acquisitions (M&A), investment funds and dispute resolution. The firm’s lawyers advise corporations, governments, banks, sponsors, export credit agencies, investment funds and other investors on Shari’ah-compliant transactions in the Middle East, Europe, United States and Asia.

Our lawyers have a reputation for innovation and have been involved in Islamic finance transactions globally.

Tax Exempt

Our lawyers routinely assist numerous nonprofit and tax-exempt organizations to achieve their missions. Our lawyers also routinely assist individuals interested in philanthropy to achieve their goals. CKR’s attorneys include lawyers trained in nonprofit corporations, tax laws, tax-exempt financing, IRS controversy and appeals, charitable and estate planning.

IRS Controversy

CKR lawyers possess substantial experience representing tax-exempt organizations before the Internal Revenue Service (“IRS”), state Attorney Generals, and other governmental bodies concerning tax exempt issues. In recent years, we have witnessed a substantial increase in audit and enforcement activities.

Formation, Governance, and Operation

Our attorneys are experienced in formation of nonprofit organizations, and can provide strategies and tools for sound and effective nonprofit governance, board structures, and board/staff relationships.

  • Formation and incorporation;
  • Choice of form (corporation, trust, LLC) and choice of state law;
  • Fundamental governance issues and board structure, roles, and responsibilities, including the fiduciary duties of board members and officers, committee responsibilities and charters, and indemnification rights;
  • Board/staff relationships, responsibilities, and delegation of authority;
  • Conflict of interest policies;
  • Audit committee charters;
  • Regulatory compliance and annual reporting;
  • Sarbanes Oxley and “best practices”;
  • Proxy, voting and other issues especially relevant to national and international membership organizations and organizations with affiliates or chapters;
  • Corporate practices and recordkeeping operations of the board of directors and appropriate board resolutions and minutes;
  • Establishing grantmaking programs, including policies, procedures and criteria for grants;
  • Design of grants for general support and specific projects or programs, as well as implementation through grant agreements;
  • Pledge agreements and endowment fund issues;
  • Investment policies and procedures and review of management contracts and investment instruments;
  • Intra-organizational relationships:
    • Board/staff relationships and responsibilities
    • Executive and staff employment agreements
    • Contracts for independent contractors, vendors, consultants and fund raisers
  • Confidentiality, non-competition, and non-solicitation agreements;
  • Negotiation and drafting of commercial contracts;
  • Acquisition and leasing of office and program space.

Laws and Regulations Affecting Tax-Exempt Organizations

CKR’s attorneys are highly experienced in helping nonprofit organizations obtain tax exempt status, and in helping to ensure that the status is maintained as the organization carries out its intended purpose despite the many operating pitfalls that exist.

We have experience filing IRS Forms 1023 and 1024 and obtaining recognition of exemption on behalf of these IRC § 501(c) organizations. After exemption is obtained, we help ensure that the exemption is maintained in the normal course of activities, providing guidance on tax, governance, corporate and contract law matters. We submit filings with the IRS Adjustments Unit to approve instances where tax-exempt organizations expand or change their activities. In other contexts we have prepared and processed to a successful conclusion numerous private letter ruling requests on a number of issues affecting tax-exempt organizations.

Structuring, Reorganization, and Joint Ventures

Tax-exempt organizations are becoming more sophisticated in their approach to business operations and financial management, participating more often in business transactions and interacting more often with for-profit organizations. As they seek more creative sources of revenue to support their activities, they may face tax consequences in many instances. We can provide support across the complex environment in which these organizations must now operate.

When a tax-exempt organization is ready to reorganize, add a supporting entity, consolidate, or enter into a joint venture with another nonprofit organization, we help develop solutions and structures that will accomplish the client’s goals and maintain tax exemption. Creating joint ventures with for-profit organizations and integrating for-profit subsidiaries into a tax exempt organization’s structure are also solutions we implement. We are also experienced in crafting and submitting private letter rulings to the IRS that provide additional certainty to a client embarking on an innovative activity or structure. Our experience includes:

  • Structuring and restructuring related groups of nonprofit and tax exempt organizations, including the creation and management of subsidiary and supporting organizations;
  • Structure and execution of entity mergers, acquisitions and joint ventures;
  • Agreements for joint services, funding, administration, and joint venturing;
  • Design and implementation of strategic alliances and collaborations;
  • Structure, formation and execution of transactions and relationships with affiliated and unaffiliated not-for-profit and/or for-profit corporations, partnerships or limited liability companies;
  • Design and implementation of strategic alliances, collaborations, community and economic development projects, and social enterprise ventures;
  • Dissolutions, entity terminations, and conversions.

State Tax Issues Impacting Nonprofit and Tax-Exempt Organizations

Our attorneys are highly experienced advising nonprofit and tax-exempt organizations regarding state and local tax issues. These issues include state sales tax and property tax exemption, as well as state law issues impacting nonprofit corporations and charitable trusts, board fiduciary duties, and Attorney General oversight.

Our experience includes:

  • Representation directed at tax-exempt organization compliance with, and full or partial exemptions from, state tax laws, including state income, franchise, sales/use, earnings, and real and personal property tax.
  • Representation before state agencies in connection with examinations, audits, appeals and litigation involving state regulation, compliance and/or taxation matters.
  • Alternative compliance strategies available to tax-exempt organizations under workers’ compensation and unemployment compensation laws.
  • Issues concerning regulation by state Attorneys General, including annual reporting and compliance with federal and laws requiring other filings with state Attorneys General.
  • Government relations, including advice to tax-exempt organizations with respect to state fundraising regulation requirements.

Foreign and Cross-Border Activities

CKR’s attorneys are highly experienced advising public charities and private foundations engaged in foreign and cross border activities, including:

  • Governance, structural and organizational issues of U.S.-based organizations with affiliates and offices in other countries.
  • Establishing charitable organizations in foreign jurisdictions as well as domestic “friends of” organizations.
  • Solicitation limits applicable to contributions earmarked for overseas grant-making to support programs of foreign charitable entities.
  • Grant agreements, including grants for direct support of specific projects or programs in foreign countries.
  • International operational issues associated with the U.S. anti-terrorism regulatory structure and the sanctions program of the Office of Foreign Assets Control (OFAC).
  • International grantmaking matters, including expenditure responsibility for private foundations.
  • Organizational, funding and exemption matters involving public-private partnerships and other organizations working on global health issues.

Charitable Contributions, Endowments and Fundraising

Our attorneys are highly experienced in structuring gifts to charitable organizations, which can significantly increase the effectiveness of both the contribution and the organization. We are familiar with:

  • Charitable gifts, contributions, and deductibility;
  • Endowments: creation, use, and management and control of funds, creditor protection and restrictions on use;
  • Donor gift instruments including restricted and outright gifts, donor advised funds, and board designated funds;
  • Planned giving arrangements, bargain sales, charitable lead and remainder trust gifts, gifts of appreciated property and other types of charitable gifts;
  • Legal aspects of benefit events and other fund raising activities;
  • Advice to tax-exempt organizations with respect to federal and state fundraising and solicitation registration, reporting, and other regulation requirements;
  • Use of life insurance to support charity

Family Office & Multi-Family Office Practice

CKR regularly represents family offices, both single and multi-family offices, in a wide variety of complex matters.

Our family office clients, which are U.S. and international, range from families with several hundred million dollars of investable assets to families with several billion dollars of investable assets spread globally across numerous asset classes.

CKR’s lawyers are from multidisciplinary practices who serve the many needs of family offices. This includes extensive experience in private equity, hedge funds, mergers and acquisitions, domestic and international tax, trusts and estates, investment management, regulatory, compliance, risk management, corporate governance, securities, finance, real estate, employment, and litigation, among other areas.

CKR’s lawyers are well-versed in handling issues such as formation and structuring of family offices, sophisticated tax planning, wealth transfer strategies, liability mitigation, risk management and highly customized structuring of investments throughout the capital structure and across the alternative asset landscape.

In today’s global economic environment, international investments are of special interest to family offices. CKR’s global family office practice offers advice relevant to the specialized legal needs required for such investments, such as compliance with U.S. and foreign securities and immigration laws. With team members in our U.S., Europe, Asia and Middle East offices, we have substantial experience working with families, family offices, and their various advisors throughout the world.