Client Alerts...



Focus On...

Colleges and Universities

Chronicle of Higher Education Salary Survey for Public Universities attracts attention of Wall Street Journal:

October 1, 2008, IRS Sends Compliance Questionnaire to Colleges and Universities:,,id=187335,00.html The IRS is sending a compliance questionnaire to 400 small, mid-sized, and large public and private colleges and universities as part of a new compliance project designed to give the IRS a better understanding of this large component of the tax-exempt sector. The questionnaire focuses on unrelated business income, endowments, and executive compensation practices.

The IRS has extended the due date for responding to the university and college compliance questionnaire to February 6, 2009 and has posted frequently asked questions about the questionnaire on the IRS Charities and Nonprofits Web site.


AG Coakley Determines That Compensation of Board Members at Non-Profit Health Insurers is Not Justified – Report, Press Release and Audio. AG will publish annual public report detailing board compensation levels and rationales and file legislation that would allow AG’s Office to prohibit charities from compensating directors.

IRS Issues Final Report on Study of Nonprofit Hospitals. The IRS report focuses on community benefit and executive compensation.  Go to the IRS link here.  Read the Executive Summary here.

Massachusetts Attorney General Office Announces Major New Initiatives on NonProfit Healthcare Executive Compensation.  Read our blog post.  Press ReleaseFull Memo from the AG.

U.S. Senator Charles Grassley Targets Nonprofit Hospitals on Charity Care; Proposed Legislation would put limits on Executive Compensation. (Wall Street Journal Dec. 18, 2008):
Grassley Targets Nonnprofit Hospitals on Charity Care

Stinson Morrison Hecker LLP, Self Assessment Guide for Tax-Exempt Hospitals, August 6, 2008

Physician Compensation

Physician Incentive Compensation - Lawrence M. Brauer and Charles F. Kaiser III


FTC Announcement of NAMM consent order demonstrates need for associations to carefully control exchange of competitive information among members at meetings and elsewhere.


Foundation Chief Agrees to Repay Over $4M.  Other foundation told "no issues to pursue".

Recommended Best Practices in Determining Reasonable Executive Compensation, Council on Foundations, December 6, 2002

Determining Reasonable Compensation for Foundation Directors and Trustees, Council on Foundations, December 6, 2002

Indicators of Effectiveness: Understanding and Improving Foundation Performance, The Center for Effective Philanthropy, Research Initiatives

Other Industry Sectors

Grassley Releases Review of Tax Issues Raised by Media-based Ministries, January 6, 2011
IRS Expands Scope of Nonprofit Examination to Associations:  In its FY 2011 Annual Report and Workplan, the IRS states “In recent years, our examination program has concentrated on section 501(c)(3) organizations. Beginning in FY 2011, we are increasing our focus on section 501(c)(4), (5) and (6) organizations. With the additional information available on the new Form 990, we will look at issues including political activity, inurement and the extent of compliance with the requirements for tax exemption by organizations that self-identified themselves as a section 501(c)(4), (5) or (6) organization.”


IRS Actions Regarding Tax Exempt Organizations

IRS delays filing season for certain tax exempt hospital organizations.  Tax-exempt organizations that operate one or more hospital facilities (hospital organizations) that are required to file Form 990, Return of Organization Exempt From Income Tax, Schedule H (Hospitals) are to delay filing their 2010 Forms 990 until July 1, 2011 or later.  This will delay the availability of some public compensation data.

IRS Issues Training Tools for Completing New Form 990: In a very forward-thinking move, the IRS has issued a set of training materials for completing the new Form 990, including a case study and a series of videos.

IRS Commissioner for Tax Exempt/Government Entities speech on NonProfit Governance June 23, 2009.  These extensive “remarks” indicate a heightened IRS focus on governance of nonprofit organizations, and include a description of the IRS’s philosophy and upcoming information collection in this area.

IRS Exempt Organizations Annual Report and 2009 Work Plan: The IRS notes a new initiative focusing on governance (P. 20) as well as discussing the College and University Compliance project.

The IRS issues EO Update, periodic newsletter with information for tax-exempt organizations and tax practitioners - attorneys, accountants, and others - who represent them. On-line subscriptions can be obtained here at the IRS's web site.

The IRS is issuing a series of filing tips/answers to FAQs for the new Form 990.  The latest deals with governance.  Archives of prior filing tips (currently a Preparation Checklist and Reporting Executive Compensation) are available.

2008 Form 990 Guidance: 2008 IRS 990, instructions and IRS Background Information. In a very forward-thinking move, the IRS has issued a set of training materials for completing the new Form 990, including a case study and a series of videos.

Governance: IRS brings back "Commensurate Test"

IRS Report on Exempt Organizations Executive Compensation

Compliance Project--Parts I and II -March 2007

Executive Compensation - Fringe Benefits Audit Techniques Guide (02-2005)

January 13, 2000-- Private Foundation Disclosure Rules, Final Regulations

IRS  - Update: The Final Regulations on the Disclosure Requirements for Annual Information Returns and Applications for Exemption

Effective June 8, 1999-- Final Regulations on Public Disclosure of Material Relating to Tax-Exempt Organizations


Governance/Sarbanes-Oxley Act of 2002 Implications for Tax-exempt/Non-profit Organizations

Chronicle of Philanthropy  February 6, 2009,  Opinion: Why Charity Leaders Should Pay Close Attention to Obama's Pay Guidelines, by Ralph De Jong and Michael Peregrine

Panel on the Nonprofit Sector Releases Final Report to Senate Finance Committee, June 22, 2005 Panel on the Nonprofit Sector Report to Senate Finance Committee

Sarbanes-Oxley Act of 2002

Sarbanes-Oxley:  How Will it Affect Nonprofits and Higher Education Institutions? PriceWaterhouseCoopers

Sarbanes-Oxley Reforms:  Implications for Nonprofit Health Care industry, Jones Day Commentaries, May 2003 

Sarbanes-Oxley, Corporate Responsibility and Colleges and Universities, National Association of College and University Attorneys (NACUA)

IRS Model Conflict of Interest Policy Revised 1999


Intermediate Sanctions for Tax Exempt/Non Profit Organizations

Intermediate Sanctions applies to certain "applicable" section 501(c)(3) and 501(c)(4) organizations, excluding private foundations.   See regulations for details.

Lawrence Associates offers audits and certifies that we meet the requirements of Treas. Reg. § 53.4958-1, paragraphs (d)(4)(iii)(C)(1) through (3). Lawrence Associates holds itself out to the public as compensation consultants. The Firm performs the relevant valuations on a regular basis, and is qualified to make valuations of the type of property or services involved. This certification is supported by the professional profiles of Lawrence Associates' consultants, by marketing materials and the web site at and by our client base and projects. Please contact us for an audit.

IRS Regulations on revocation of 501(c)(3) status for engaging in an excess benefit transaction   These regulations amended the existing regulations under section 501(c)(3) and added several examples to illustrate the requirement that an organization serve a public rather than a private interest.  These regulations also provide guidance on factors the IRS will consider in determining whether a 501(c)(3) organization that engages in one or more excess benefit transactions described in section 4958  will continue to be recognized as exempt under section 501(c)(3).

New Intermediate Sanctions Training Article

Intermediate Sanctions (IRC 4958) Update by Lawrence M. Brauer and Leonard J. Henzke, IRS, Exempt Organizations-Technical Instruction Program for FY 2003.  This article discusses key issues in the Intermediate Sanctions regulations, including various IRS rulings: PLR 200335037  6/2/03, PLR 200332018  5/13/03, Information Letter 2002-14 12/23/03, PLR 200247055  11/22/02, TAM 200243057, 7/2/02, TAM 200244028, 6/21/02


Reasonable Compensation by Jean Wright and Jay H. Rotz, IRS, Exempt Organizations

Easier Compliance is Goal of New Intermediate Sanction Regulations , Steven T. Miller, Director of Exempt Organizations, IRS Washington, DC

Compliance Checklist:  Rebuttable Presumption  Procedure is Key to Easy Intermediate Sanctions Compliance, Steven T. Miller, Director of Exempt Organizations, IRS Washington, DC

Effective January 23, 2002 Intermediate Sanctions final regulations, Final Regulations on Excise Taxes on Excess Benefit Transactions


Attorneys General

AG Coakley Determines That Compensation of Board Members at Non-Profit Health Insurers is Not Justified – Report, Press Release and Audio. AG will publish annual public report detailing board compensation levels and rationales and file legislation that would allow AG’s Office to prohibit charities from compensating directors. New Hampshire AG Reviews Hospital CEO Pay

New York Attorney General, Responsibilities of Directors and Officers of Not-for-Profit Corporations

Massachusetts Attorney General Files "An Act to Promote the Financial Integrity of Public Charities"

Massachusetts Attorney General, 10 Practical Tips for Non-Profit Hospital Boards, October 2004

1994-Current -- Massachusetts Attorney General's Office: "The Attorney General's Guide for Board Members of Charitable Organizations"


Deferred Compensation

Important!  See Washington Report 08-109, "Funding" Rabbi Trusts -- Impact of the Financial Crisis.  A Washington Report synopsis:

Section 409A(b)(3) of the Internal Revenue Code, added by the Pension Protection Act of 2006 (see our Bulletin No. 06-99), imposes restrictions on "funding" rabbi trusts that provide deferred compensation benefits when the employer has a qualified defined benefit pension plan that is considered to be "at-risk."  With the tremendous drop in asset values in recent months, many employers with defined benefit pension plans that were not previously at-risk are now facing the possibility that their plans may fall into that category.  In addition to the numerous problems that this creates for the pension plan, it may also trigger a freeze on funding the nonqualified deferred compensation plan.  Given this possibility, this Bulletin addresses whether employers should consider transferring assets to their rabbi trusts before the end of this year.

Congress Approves Broad Changes to Nonqualified Deferred Compensation Arrangements - Enactment Imminent

IRS final regulations on 457 plans: Compensation Deferred Under Eligible Deferred Compensation Plans

IRS Notice 2003-20: Eligible Deferred Compensation Plans under Section 457 This notice provides guidance on 457 plan withholding and reporting.

IRS Proposed regulations on Compensation Deferred Under Eligible Deferred Compensation Plans (Section 457(b))

The Treasury Department and IRS issued Final Regulations on split dollar (Treasury Decision 9092). Split-Dollar Life Insurance Arrangements - Final Regulations 

The Treasury Department issued  Revised Ruling 2003-105 in September 2003 stating the Final Regulations apply to any split-dollar life insurance arrangement that " is entered into after September 17, 2003 and to any split-dollar life insurance arrangement entered into on or before September 17, 2003 that is materially modified after September 17, 2003." 

In May 2003, Treasury Department and IRS issued a supplement to Notice 2002-8.  This document provides guidance on the valuation of economic benefits. Notice 2002-8 provides interim guidance on the treatment of split-dollar life insurance arrangements.  This Notice revokes the earlier Notice 2001-10.

DOJ and FTC Antitrust Guidelines for Conduct of Surveys

August 28, 1996-- Revised Department of Justice and Federal Trade Commission Antitrust Guidelines for Conducting Compensation Surveys in Health Care See Statement 6 or FTC website:

See 2002 ruling on Washington State Medical Association Survey


Blogs of Interest...

Blogs increasingly provide up-to-date information on important areas.

First, check out Lawrence Associates' blog where we also link to other relevant blogs.

Others of interest:

WorldatWork Blogs - Directory

Compensation Conumdrum Blog:
From WorldatWork


David Harlow's HealthBlawg:
Healthcare Law blog that often covers compensation issues

Harvard Publishing/Dan Pallotta

Nonprofit Law Prof Blog:
Frequently covers compensation issues

Running a Hospital:
by Paul Levy, CEO of a major Boston teaching hospital

Charity Governance