Andrea W. Templeton

Strategic counsel to affiliated entity structures; provide sophisticated analysis regarding shared services and related tax-exempt issues related to family offices and philanthropic giving.

Served as outside tax-exempt counsel to private foundations, including with respect to committee governance and specific issues related to grantmaking programs. Drafted tax opinions for sophisticated program related investments.

Lead counsel for mergers of Seattle nonprofit organizations.

Advised on the formation of corporate foundations, including drafting of all formation documents and Federal application for tax-exempt status (IRS Form 1023). Provided counsel on international giving and scholarship/fellowship programs.

Counseled individual and corporate clients regarding charitable deductions and related charitable giving strategies.

Counseled families on the formation of family foundations; assisted with formation and obtaining tax-exempt status; provided ongoing advice on governance and compliance with private foundation excise tax rules such as self-dealing and excess business holdings.

Counseled arts and educational nonprofit entities regarding donor engagement, modification, and stewardship of restricted gifts under UPMIFA and other state law standards.

Provided legal counseling on all aspects of nonprofit merger transactions, including negotiating with opposing counsel, drafting transaction documents, managing due diligence, and ensuring preservation of tax-exempt status.

Counseled clients on dissolution of nonprofit corporations taking into account complex dynamics.

Counseled clients on interaction between private companies and private foundation, to ensure compliance with complex private foundation excise tax rules, charitable solicitations act issues, and commercial co-ventures. Provided critical cross-functional tax analysis related to self-dealing, corporate governance, real estate excise tax, partnership taxation, and other issues related to the interaction between for- and non-profit entities.

Served as tax counsel for US and non-US clients with respect to corporate transactions. Provided analysis of multiple agreement structures, including advising, drafting, and negotiations of all aspects of the federal tax structuring.

Served as outside counsel to companies on tax matters related to commuter benefits, including shuttle service, transportation passes, parking benefits, and ridesharing arrangements. Served as point person on local ordinances affecting commuters.

Analyzed Washington real estate excise tax consequences related to complex transfers of real property and controlling interest transfers of entities holding real property.

Provided full-service golden parachute analysis for corporate transactions. Analyzed past, present, and future compensation to ensure compliance with complex rules under Internal Revenue Code Section 280G, and to avoid excise taxes on the company and high-level employees.