J.C. David Hadden

J.C. David Hadden

Of Counsel

J.C. David Hadden

Of Counsel

  • Overview

    Biography

    David Hadden is the former chair of our Nonprofit Group, which acts as outside corporate counsel to many tax-exempt organizations, including foundations, educational institutions, hospital and health care organizations, social service agencies, cultural and performing arts organizations, and trade associations. He currently serves Of Counsel to the firm.

    Mr. Hadden was a partner of Robinson & Cole from 1986 to 2013. Prior to joining the firm, he was an associate for three years at Davis Polk & Wardwell in New York City.

  • Experience
    • Experience

      Experience

      • Organized a public charitable foundation that now holds approximately $30 million in assets and that addresses primary and preventive health care concerns of children. Counsel the foundation with respect to governance issues, programmatic matters, tax issues, and regulation by the attorney general. Assisted the foundation in restructuring its activities by formally affiliating with an operating entity to pursue common mission objectives.
      • State Tax Representation

      • Spearheaded legislation excepting customers of commercial printers from Connecticut nexus.
      • Other Experiences

      • Established private foundations to facilitate for-profit corporate charitable giving and community support.
      • Assisted a family private foundation with assets of approximately $50 million in dissolving and distributing its assets to a public community foundation. We developed a detailed donor-advised fund agreement between the private foundation and the community foundation. The agreement sets forth the parameters and processes by which future expenditures from the fund will be made, satisfying both the intention of the original donor to the private foundation and the wishes of current family members.
      • Regularly advises tax-exempt hospitals, clinics, foundations, integrated systems, and their related organizations on the special tax-exempt issues of health care organizations, including structuring joint ventures with physicians, such as surgical centers; corporate restructurings and reorganizations; state sales and property taxes; capital market and municipal financing transactions; tax-exempt bond financing; and recruitment and physician compensation.
      • Counseled several large foundations as to the proper management of their endowment funds under Connecticut’s Uniform Prudent Management of Institutional Funds Act. Among the issues addressed were the extent to which foundation assets were distributable pursuant to each foundation’s spending policy and donor intent, and the existence of any duties to replenish foundation assets in a period of falling financial markets.
      • Advised a charitable organization in the organization and funding of a wholly owned for-profit subsidiary, addressing the issues pertaining to unrelated business income taxes; protection of the organization’s charitable assets from exposure to liability, arising from the for-profit’s activities; and preservation of the charity’s tax-exempt status.
      • Conducts legal review and analysis to ensure that compensation processes of tax exempt organizations do not produce unlawful "excess benefit transactions" for purposes of IRS intermediate sanctions regulations.
      • Counsels exempt organizations with respect to allegations of sexual harassment and/or discrimination based on race, age, disability, and gender or sexual orientation. Our work includes preparation of appropriate documentation, investigation procedures, analysis of evidence, implementation of remedial action, and strategies for litigation avoidance.
      • Represented a coastal/marine environmental education organization in obtaining flood hazard and coastal site plan review permits for the redevelopment of an historic building into a coastal/marine environmental education center.
      • Counseled a charitable organization as to its fiduciary and other legal responsibilities in response to an apparent embezzlement of the organization’s funds. Structured a settlement which indemnified the organization, and provided counsel as to appropriate reporting to donors and regulatory authorities.
      • Represented a well known performing arts center in a transaction in which our client and four other prominent performing arts centers from different parts of the country entered into a joint venture with two for-profit partners.
      • Incorporated and obtained tax-exempt status for a private operating foundation that provides pharmaceutical products to qualified individuals and charitable organizations primarily for the benefit of infants and persons who are ill or needy. The operating foundation was formed by a large pharmaceutical manufacturer. Counseled the private operating foundation and the donor on how to secure the maximum charitable deduction from contributions of inventory, the applicability of the corporate sponsorship regulations, and the most effective governance to accomplish the foundation’s mission.
      • Performed an extensive review of the endowment instruments for an institution of higher learning. We determined which of the institution’s current objectives could be supported by endowed funds pursuant to the original stipulations set by donors. As to that portion of the endowment governed by donor directions that had become obsolete or impracticable, we worked closely with the attorney general for the State of Connecticut and successfully petitioned a court to obtain an order permitting application of such endowment proceeds to support the current needs and activities of the institution in a manner that matched the donors’ original intent as nearly as practicable. The court’s written opinion commended the thoroughness of our approach.
      • Assisted large Connecticut-based hospital with complex RFP process involving a search for a retirement plan service provider and negotiation of a favorable administrative agreement.
      • Advises public foundations in connection with acceptance of charitable gifts of closely held business interests, real estate, and other unusual assets.
      • Successful negotiation of sales and use tax issues involving application of the manufacturing machinery and equipment exemption to the photofinishing industry.
      • Successfully defended a large community hospital from IRS challenge of its tax-exempt status. Focusing upon a building transaction between the hospital and some of its staff physicians, IRS examiners proposed a determination that the hospital no longer qualify as a section 501(c)(3) organization. The IRS position reflected a preliminary conclusion that the transaction conveyed undue private benefits upon the physicians group and constituted prohibited private inurement. Robinson & Cole protested this determination and, after extensive negotiation before the Appeals Office of the IRS, succeeded in persuading the IRS that the transaction should not cause either a loss of tax exemption or the imposition of any other sanctions on the hospital.
      • Successfully represented a 501(c)(3) continuing care facility in connection with assertion by IRS examiners that it should not quality for exempt status. We took the issue to the national office of the IRS, by means of a technical advice request, and gathered demographic data and related support to demonstrate that the pricing structure of the organization satisfied appropriate criteria. After extended negotiation, the IRS concluded that the tax-exempt status of the organization should be continued.
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    • Honors + Awards

      Honors + Awards

      Robinson & Cole Distinguished Service Award Recipient, 2013

      AV® Preeminent™ Peer Review Rated in Martindale-Hubbell™ in the areas of Tax Exempt Organizations and Trusts and Estates (Martindale-Hubbell Peer Review Ratings is a trademark. AV Preeminent is a certification mark of Reed Elsevier Properties, Inc.)

      Listed in The Best Lawyers in America® in the area of Trusts and Estates since 2006 and in Nonprofit/Charities Law and Tax Law since 2013 (Copyright 2016 by Woodward/White, Inc., Aiken, SC)

      Listed in Connecticut Super Lawyers® in the area of Nonprofit Law from 2006 to 2014 (Super Lawyers is a registered trademark of Key Professional Media, Inc.)

    • Community Involvement

      Community Involvement

      Oak Hill Services and Solutions for People with Disabilities
      Director

      Connecticut Health Foundation
      Director

      Connecticut Council on Developmental Services
      Member and Past Chair

      Connecticut Council for Philanthropy
      Past Director

      HARC (Greater Hartford Association for Retarded Citizens)
      Past Director and President

      Trustees of the Colt Bequest
      Past Trustee and President

      Big Brothers Big Sisters of Hartford
      Past Director

      Yorkville Emergency Alliance, New York
      Past Director
  • NEWS + PRESS
    • Publications

      Publications

      "Understanding Directors' Conflicting Interest Transactions Under the Revised Nonstock Corporation Act," (June/July 1997)
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      "Estate Planning for Parents of Handicapped Children," published in HARC Today, a publication of the Greater Hartford Association for Retarded Citizens, Inc. (2/1990)

    • Presentations

      Presentations

      "Enhancing the Bottom Line – A Nonprofit's Fiduciary Responsibility to Monitor Beneficial Interests in Trusts and Estates," at Connecticut Society of Certified Accountants Meeting, co-presented with Susan E. Roberts (8/24/2011)

      "Latest Developments in Nonprofit Accountability and Transparency: Staying Ahead of the Curve," presented to senior executives and board leaders (11/13/2007)

      "Non-Profit Accountability and Transparency," presented to board leaders and executive management team members (11/13/2007)

      "Legal Issues Affecting Nonprofits: Governance Implications of Sarbanes-Oxley," at Chamber of Commerce of Eastern Connecticut, Inc. (4/13/2004)

      "Permissible Lobbying and Legislative Activities for 501(c)(3) Organizations: How Far Can You Go?" presented to client board of directors (1/8/2004)

      "Nonprofit Legal Issues Overview," at Hartford Foundation for Public Giving's Executive Management Institute for Executive Directors (5/14/2003)

      "Could Hershey Chocolates Affect Your Charity's Health? The Implications of the Hershey Trust Case," presented to invited guests in Greenwich, Connecticut (11/20/2002)

      "Nonprofit Update. What's New That Directors and Senior Management Need to Know?" presented to invited guests in Hartford, Connecticut (6/26/2002)

      "Charitable Gifting Strategies," presented at the Estate and Business Planning Council Seminar, copresented with Nancy Roberts, Connecticut Council for Philanthropy; Sandra Wood, Hartford Foundation for Public Giving; and Pamela West, U.S. Trust Company (12/4/2001)

      "Balancing the Relationship Between a State University and its Affiliated Foundation," at Association of Governing Boards of Universities and Colleges Leadership Forum, Naples, FL (1/21/1999)

      "Planning Together: How Professional Advisors Can Organize the Donor's Charitable Impulse (Without Stifling It)," at Planned Giving Group of Connecticut (9/30/1997)

      "Fiduciary Duties and Conflicting Interest Transactions Under the Connecticut Revised Nonstock Corporation Act," at Connecticut Bar Association seminar (12/10/1996)

      "Organizing a Tax-Exempt Entity," at Lorman Education Services (6/20/1996)

    • News

      R+C in the News

      • May 2, 2013

        Hartford Lawyers Lend Hand to Homeless Individuals Seeking Job Skills

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      • August 25, 2011

        Robinson & Cole Attorneys Discuss Trusts and Estates for Nonprofits with Accountants

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      • January 7, 2011

        David Hadden Appointed to Connecticut Council on Developmental Services

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      • December 20, 2010

        HARC and Robinson & Cole Celebrate 25-Years of Teamwork

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      • August 4, 2009

        Robinson & Cole Partner Elected to Connecticut Health Foundation Board

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      • July 9, 2009

        Robinson & Cole Partner Honored for Twenty-Five Years of Volunteer Service to HARC

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      • December 16, 2008

        Robinson & Cole Partner Elected to Board of Directors of Oak Hill

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      R+C News Releases

      • August 15, 2016

        Robinson+Cole Receives Top Listing in Connecticut Lawyer Count in The Best Lawyers in America® 2017

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      • August 18, 2015

        Robinson+Cole Receives Top Listing in Connecticut Lawyer Count in The Best Lawyers in America® 2016

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      • August 19, 2014

        Robinson+Cole Receives Top Listing in Connecticut Lawyer Count in Best Lawyers National Peer Review Survey

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      • August 22, 2013

        Robinson & Cole Announces Annual Pro Bono, Mentor, and Community Service Awards

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      • August 16, 2013

        Robinson & Cole Receives Top Listing in Connecticut Attorney Count in Best Lawyers National Peer Review Survey

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      • October 22, 2012

        Super Lawyers® Names 49 Robinson & Cole Attorneys to 2012 List and Recognizes 26 as Rising Stars

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      • August 28, 2012

        Robinson & Cole Receives Top Listing in Connecticut Attorney Count in Best Lawyers National Peer Review Survey

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