Carly Leinheiser

Of Counsel


Carly’s  practice is focused on the evolving social impact space. Her clients include private foundations, public charities, benefit corporations, social impact businesses, and impact investors. She is also a practicing visual artist and enjoys working with artists, arts organizations, and creative mission-driven businesses.

Carly’s practice on corporate and tax matters includes:

  • Establishing benefit corporations, social impact LLCs and nonprofit corporations, and filing applications for tax-exempt status
  • Counseling clients on governance policies, best practices, fiduciary duties, strategies for addressing conflicts of interest, enforcing social mission and for handling compliance and reputational risks
  • Structuring mission-aligned for-profit businesses and program-related investments, joint ventures, and other strategic partnerships between tax-exempt organizations
  • Analyzing commercial activities conducted by tax-exempt organizations and advising on strategies to limit unrelated business taxable income, including transferring the commercial activities to a for-profit subsidiary
  • Drafting and negotiating contracts, intellectual property licenses, grant agreements, cause marketing and charitable solicitation contracts, vendor agreements and other commercial contracts
  • Counseling corporate and family foundations on federal tax compliance, including the self-dealing prohibition, minimum distribution requirements, limits on excess business holdings, and the taxable expenditure rules, providing advice on grant-making programs and best practices, expenditure responsibility and disaster relief grants, matching gifts, and scholarship programs
  • Advising public charities on compliance with federal tax and state charitable solicitation laws, including legal requirements applicable to online fundraising and cause marketing campaigns, and state laws regarding the administration and expenditure of endowment and other donor-restricted funds
Representative Work
  • Representation of a social impact fashion company, which sources sustainable apparel from local artisan communities.  Provided ongoing advice on corporate matters, including contractual relationships with an overseas production facility and government and nonprofit partners, intellectual property, licensing agreements, marketing, business development and vendor contracts
  • Advised a recently established corporate foundation on the structure and operation of its grant-making program and compliance with the private foundation excise tax rules
  • Counseled a nonprofit veterans’ organization on corporate sponsorship agreements, consumer cause marketing campaigns and the establishment of a formal referral network to connect veterans with service providers
  • Advised a private foundation that funded and conducted advocacy activities, including the convening of other environmentally-focused organizations in the development of a unified advocacy strategy
Professional & Nonprofit Affiliations

American Bar Association, Member

New York City Bar Association, Member

Figment Project Inc., Board Chair


New York University School of Law, J.D.

Washington University in St. Louis, B.A., magna cum laude

Bar Admissions

New York

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