Corbin Morris is an attorney in the Tax-Exempt Organizations Group at Quarles & Brady LLP, where he advises all types of not-for-profit (nonprofit) organizations as well as for-profit entities that partner or do business with nonprofits. His clients include private and public foundations; museums and other cultural institutions; social service agencies; colleges and universities; and social clubs, trade associations, other membership organizations. His knowledge of technical tax and nonprofit governance issues, coupled with prior experience advising on for-profit transactional matters (including entity structuring, mergers & acquisitions, and contract negotiations), allows Corbin to help his clients navigate the complex tax law governing exempt organizations, manage their day-to-day operational needs, and plan for strategic change and organizational growth.
Corbin’s experience includes:
- Advising private foundations (corporate, family, and independent) regarding grants, including to international organizations, coalitions, individuals, and non-501(c)(3) organizations, as well as best practices in due diligence, documentation, and record keeping.
- Advising on restructuring, including amendments to articles of incorporation and bylaws, mergers, liquidations, dissolution, changes in tax status, and strategic partnerships with other organizations.
- Advising private foundations regarding program-related investments, including loans and direct investments for economic development purposes.
- Guiding organizations and their founders through incorporation, developing suitable governance structures, obtaining federal and state tax-exemptions (including property and sales tax exemptions), and commencing operations.
- Drafting and reviewing corporate governance documents and advising on good board governance practices, fiduciary duties, conflicts of interest, board and committee structure, affiliated entity relationships and transactions, executive compensation, indemnification, and compliance with best practices.
- Advising organizations concerning compliance with tax laws, including private foundation rules on self-dealing, minimum distribution requirements, excess business holdings, jeopardizing investments, lobbying, and political activity; intermediate sanctions for excess benefit transactions; and maintaining tax-exempt, public charity, or private operating foundation status.
- Advising both fundraising organizations and private foundations regarding compliance with state charitable solicitation and charitable trustee laws, including with respect to for-profit organizations that solicit on behalf of, or partner with, nonprofit organizations.
- Advising foundation and public charity investors on private equity, hedge fund, and other alternative investments, including with respect to the tax impact and reporting obligations arising out of such investments, such as unrelated business taxable income, foreign investment reporting (e.g., Forms 926, 5471, 8621, and 8865), and reportable transactions disclosure.
- Preparing and reviewing tax returns, including IRS Forms 990, 990-PF, and 990-T, as well as state returns reporting unrelated business taxable income.
- Advising with respect to agreements, partnerships, and joint ventures between for-profit and tax-exempt organizations.
Education and Honors
- New York University School of Law (LL.M. in Taxation, 2012)
- Loyola University Chicago School of Law (J.D., cum laude, 2011)
- Certificate in Tax Law
- Loyola Law Journal (Junior Member)
- CALI Awards for the highest grade in Federal Income Tax Clinic, 2010; Advocacy, 2009; and Legal Writing I, 2008
- New York University (B.A., 2006)
- Chicago Community Trust (Member, Young Professional Advisory Committee)
- American Bar Association (Member, Taxation Section, Exempt Organizations Committee)
- Illinois State Bar Association
- Chicago Bar Association (Member, Federal Taxation Committee; Former Chair (2016-2017), Exempt Organizations Division; Member, Business Law Committee)
- Spudnik Press Cooperative (Former Member, Board of Directors)
- Cystic Fibrosis Foundation, Greater Illinois Chapter (Former Member, Chicago CF Climb Planning Committee)
- The Night Ministry (Volunteer)
- Chicago Scholars (Volunteer)