Kelley Drye


Contact Information

Carolyn R. Caufield

New York
Phone: (212) 808-7625
Fax: (212) 808-7897

Christina M. Mason

New York
Phone: (212) 808-7509
Fax: (212) 808-7897

Allan J. Weiner

Washington, D.C.
Phone: (202) 342-8431
Fax: (202) 342-8451

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Nonprofit Organizations

Over the past decade, the nonprofit sector has experienced immense growth.  Today, more than three million tax-exempt entities employ nearly 25 percent of all workers in the United States and more than 20 percent of all securities are held in tax-exempt employee plans.  Nonprofit organizations play an increasingly critical role in providing our communities with needed services and amenities, including cultural, educational, religious, research, and philanthropic initiatives.

Kelley Drye's nonprofit practice group is comprised of attorneys who draw on their experiences and practices in areas such as taxation, corporate governance litigation, legislative and regulatory affairs, employee benefits, labor and employment, tax-exempt financing, intellectual property, and real estate.  Our decades of experience enable us to provide our nonprofit clients with cost-efficient and creative solutions to the challenges that nonprofits face.


Kelley Drye advises nonprofit organizations on a wide range of corporate, investment, grant making and other activities.  We advise private foundations with respect to federal excise taxes on self-dealing, excess business holdings and taxable expenditures.  In addition, we create charitable trusts and nonprofit corporations, prepare and file federal and state applications to recognize organizations' tax-exempt status, administer grants and scholarship programs, and prepare and file tax returns and regulatory filings.  We also provide advice on unrelated business income tax issues.


We advise nonprofit corporations and charitable trusts against challenges to their decision-making under charitable trust law and federal and state tax law.  Often, these matters involve the fiduciary responsibility of officers, directors and trustees of charitable and other nonprofit organizations.  Kelley Drye provides counsel to charities with respect to governance issues and represents nonprofit corporations in merger and dissolution proceedings.  We advise nonprofits on the application of the cy pres doctrine, the modification of trusts and the use of endowments and restricted assets.


Kelley Drye's litigators have the capabilities and experience to represent nonprofit corporations and charitable trusts in all of their dispute resolution needs, as well as in internal investigations. We have successfully litigated a wide variety of disputes for nonprofit entities, including cases involving board/governance issues, civil rights/access to services, construction/real estate, donor estate/probate issues, investments, employment/employee benefits, intellectual property, libel, contract and other areas of law.

Government Regulations and Lobbying

Subject to constraints in the tax code and state and federal regulations, nonprofit corporations and unincorporated associations, which are otherwise tax-exempt, are generally prohibited from, or limited in, their participation or intervention in political campaigns on behalf of (or in opposition to) any candidate for public office.  Depending on the circumstances, their expenditures are subject to tax and, in some circumstances, could jeopardize their exempt status.  Kelley Drye provides a broad scope of services to ensure our clients' voices are heard and their interests are furthered while ensuring they do not run afoul of increasing complex laws and regulations.

Employee Benefits

We advise nonprofits with respect to employee benefits and executive compensation programs, including excise benefit transactions.  Our background encompasses retirement and welfare programs, executive compensation, and associated legal and tax issues.  Our mission is to help nonprofits retain key executives and motivate their employees, while ensuring their compliance with the complex rules to which they are subject, such as reasonable compensation and the structure of tax-favored retirement arrangements.

Labor and Employment

We help nonprofits prevent workplace problems in many ways; for example, by guiding them in the preparation of employee handbooks and appropriate policies, providing on-site training to supervisors, and being available to answer the day-to-day questions that arise.  We appear on behalf of our clients before federal, state and local agencies in matters involving traditional labor relations, wage and hour, employment contracts and employment discrimination matters.  In all cases, we strive to minimize risk and expense while defending our clients' interests.

We have represented nonprofit employers against administrative charges before the EEOC and other federal and state agencies, in arbitration and mediation proceedings before the Federal Mediation and Conciliation Services and other tribunals, and in union organizing campaigns, collective bargaining negotiations, arbitrations and NLRB hearings.

The Unique Needs of Trade Associations

Kelley Drye has advanced the interests of industry trade groups for nearly five decades, distinguishing the firm as among the first to develop a practice focusing on the unique legal needs of these organizations.  Officers and managers of associations from a variety of industries, including retail, manufacturing, allied health professions, agriculture, services and fisheries, entrust Kelley Drye with their complex legal matters and everyday operations.  With a track record of success in serving both large and small associations, as well as association management companies, our lawyers help strengthen our clients' competitive strategies so they can provide more effective services to members and sustain viability and vitality in times of change.  We have counseled on all aspects of trade show and symposium activities, educational conferences, affiliate and other membership benefit programs and accreditation activities, each or all of which oftentimes provide a central focus of an association's operations.

Charities as Beneficiaries

A key focus of Kelley Drye is representing the interests of charitable organizations as the beneficiaries of donor-created trusts and estates.  Our Private Clients Group combines knowledge of estate and trust law with experience in nonprofit organizations law and probate and trust litigation.  Working closely with the firm's Litigation Group,  we have handled every type of litigated trusts and estates action on behalf of charitable beneficiaries, including will contests, contested judicial accountings and construction proceedings.

Planned Giving and Charitable Promotions

Our Private Clients attorneys can advise nonprofit organizations on their planned giving programs, including charitable gift annuities, pooled income funds, charitable lead and remainder trusts, as well as the drafting of gift agreements and testamentary legacies.

In addition, our team has helped various for-profit companies and nonprofit organizations run promotions in which a portion of proceeds derived from sales are donated to a charity.  In recent years, we have been involved with a number of high-profile charitable promotions, counseling  for profit companies and organizations regarding the structure and advertisement of promotions, negotiating agreements with the charitable organizations involved in the promotions, and assisting companies in registering the promotions in various states.  With the help of our international network of lawyers, we have assisted clients in clearing charitable promotions across three continents.

Especially in difficult financial times, nonprofits must seek donor support in creative, compelling ways.  We work to ensure that advertising, sponsorships, event marketing and promotion initiatives comply with federal and state regulations and laws.  Additionally, we advise our clients on privacy and information security compliance, including establishing preparedness plans in the event of a data breach.


Kelley Drye has represented numerous nonprofit organizations in accessing capital through tax-exempt and general financings.  Our involvement encompasses private financing, state and federal securities laws, joint ventures and other strategic relationships, and regulatory issues concerning access to capital.

Intellectual Property and Technology

Kelley Drye's Intellectual Property lawyers offer legal services in virtually every aspect of IP law to museums, educational institutions, trade associations and other nonprofits that own trademarks, copyrights, patents, logos, Internet domain names and other assets.

Real Estate

Kelley Drye represents a variety of nonprofit hospital, educational, religious and other institutions and associations in the acquisition, development, financing and leasing of their properties throughout the United States.

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