Ellis McGehee Carter

Ellis McGehee Carter exclusively represents, nonprofit, tax-exempt and mission based businesses with respect to corporate and tax matters as well as donors with respect to major gifts. Representative experience includes:

• Assisting affiliated nonprofits to determine their ideal structure, implementing the structure and counseling to ensure ongoing legal and tax compliance;
• Advising corporate, independent and family private foundations regarding compliance with tax rules and regulations, including those related to self dealing, investments and grant making;
• Advising family foundations during difficult transitions, particularly following the death of the founders and transitions from one generation to the next;
• Representing charitable organizations in all aspects of their start-up including formation; state and federal tax exemptions; corporate governance and board fiduciary duties; hiring and compensation of employees and consultants; and charitable solicitation licensing and compliance;
• Advising conversion foundations regarding post-conversion issues including tax status;
• Negotiating the terms major gifts, including perpetual naming rights related to educational programs, facilities, faculty positions, etc.;
• Working with hospitals to ensure compliance with 501(r) including preparing financial assistance and collections policies;
• Advising businesses engaged in cause marketing strategies regarding compliance with various fundraising laws including commercial co-venture regulations;
• Representing nonprofits in various business combinations and reorganizations, including divestitures, asset acquisitions, mergers, and affiliations;
• Assisting tax-exempt organizations engaged in lobbying including setting up related 501(c)(3) and 501(c)(4) organizations and counseling to ensure ongoing legal and tax compliance;
• Counseling corporate foundations in all aspects of their management, including governance, tax compliance, matching gift programs and grant agreements;
• Advising various public charities on issues related to governance, conflicts of interest, fiduciary duties, private inurement and related party transactions, including best practices to promote compliance and correcting existing violations.

Ellis has particular experience working with private foundations, hospitals and healthcare institutions, charter and private schools, museums and arts organizations.