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.

    David 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 from 2006 to 2017 and in Nonprofit/Charities Law and Tax Law from 2013 to 2017

      Selected to the Connecticut Super Lawyers list from 2006 to 2013.

    • Community Involvement

      Community Involvement

      Oak Hill
      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)
      • » more info

        • Understanding Directors' Conflicting Interest Transactions Under the Revised Nonstock Corporation Act

        "Understanding Directors' Conflicting Interest Transactions Under the Revised Nonstock Corporation Act," authored by J.C. David Hadden (June/July 1997)
        An analysis of the rules governing directors' conflicting interest transactions for members of a nonstock corporation's board of directors.

      "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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          Hartford Lawyers Lend Hand to Homeless Individuals Seeking Job Skills

          Robinson+Cole lawyers J. C. David Hadden, Edward J. Heath, and Kathleen E. Dion, along with lawyers from Greater Hartford Legal Aid, are co-teaching the class Basic Legal Rights to mostly homeless adults striving to gain job skills and confidence. This class, presented in four sessions during the first two weeks in May at the Charter Oak Cultural Center in Hartford, covers the criminal justice system, civil courts, government benefits, family law, and housing law. It is part of a series of free, twice-a-week workshops on a range of subjects, including videography, journalism, creative writing, leadership, and using social media. The Hartford Courant article "Hartford Classes Give Skills, Confidence to Those with History of Homelessness" reports on the positive results of this program.
      • August 25, 2011

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

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

          Tax-exempt attorneys David Hadden and Susan E. Roberts presented the seminar “Enhancing the Bottom Line – A Nonprofit’s Fiduciary Responsibility to Monitor Beneficial Interests in Trusts and Estates” to the Connecticut Society of Certified Public Accountants on August 24, 2011. The seminar addressed how effective maintenance of a nonprofit’s interest in trusts or estates can produce enhanced financial results and discussed a practical approach to achieving those results. Judith M. Keppelman and Christopher J. Hug, attorneys in the Trusts and Estates Practice Group, collaborated on the presentation.
      • January 7, 2011

        David Hadden Appointed to Connecticut Council on Developmental Services

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          David Hadden Appointed to Connecticut Council on Developmental Services

          Senate Minority Leader John McKinney has appointed Tax-Exempt Organizations Group Chair J.C. David Hadden to the Connecticut Council on Developmental Services. The council promotes the full inclusion of all people with disabilities in community life. It advises the commissioner on developmental services and offers policy recommendations on matters affecting persons with intellectual disabilities. Mr. Hadden was chair of the council from 2002 to 2005. He was also recently reappointed to the Connecticut Council for Philanthropy’s public policy committee, which works to connect the ideas and insights of the Connecticut philanthropic community to policy makers.
      • December 20, 2010

        HARC and Robinson & Cole Celebrate 25-Years of Teamwork

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          HARC and Robinson & Cole Celebrate 25-Years of Teamwork

          The Hartford Business Journal recognized Robinson & Cole’s collaboration with the Hartford-based nonprofit HARC in the article “HARC, Robinson & Cole Mark 25-Year Partnership,” published December 20, 2010. Robinson & Cole instituted a pilot supported-employment program with HARC in 1985 to give people with intellectual disabilities an opportunity to work. An advocate for the program was J. C. David Hadden, chair of Robinson & Cole’s Tax-Exempt Organizations Group. “To watch this grow from something experimental to what it is today,” said Mr. Hadden, “is very rewarding.” Over the years, Robinson & Cole has employed nearly 15 HARC clients. Robinson & Cole partner and cochair of HARC’s 2010 record-setting auction, Eric D. Daniels, said the partnership benefits everyone at the firm. “When we talk about the firm as a team,” said Mr. Daniels, “that includes our HARC employees. They are very much part of our firm’s family.”

          To read the full article click here.

      • August 4, 2009

        Robinson & Cole Partner Elected to Connecticut Health Foundation Board

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          Robinson & Cole Partner Elected to Connecticut Health Foundation Board

          The Connecticut Health Foundation has elected partner David Hadden, chair of the firm’s Tax-Exempt Organizations Group, to the board of directors. The Connecticut Health Foundation is the state’s largest independent philanthropic organization dedicated to improving lives by changing health systems. Established July 1999, the foundation has funded more than $38 million in grants.
      • July 9, 2009

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

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

          Partner David Hadden and his wife Sara were honored the evening of June 17 for their 25 years of volunteer service to HARC, Inc., a nonprofit that helps people with intellectual disabilities and their families enjoy lives of quality, inclusion and dignity.

          A crowd of over 200 people were in attendance, including a number of David's Robinson & Cole colleagues. Special remarks were made by Connecticut Attorney General Richard Blumenthal, Department of Developmental Services Commissioner Peter O'Meara, and HARC President/CEO Dr. Stephen Becker, among others.

          John B. Lynch represented Robinson & Cole at the podium and presented a special gift of $2,500 to HARC in honor of the Haddens' extraordinary service. R & C's own Adrien Merrick read a poem she had written in honor of the Haddens. Click here to view photo.

      • December 16, 2008

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

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

          Tax & Tax Exempt Organizations Partner J.C. David Hadden was recently elected to the Board of Directors of Oak Hill, a nonprofit organization which helps people with disabilities experience rich, fulfilling lives in communities throughout Connecticut and is the largest private nonprofit community provider of services for people with disabilities in the state.

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

          Robinson+Cole was again recognized as having the highest number of Connecticut lawyers selected by their peers for inclusion in The Best Lawyers in America© 2017 (Copyright 2016 by Woodward/White, Inc., of Aiken, SC). Across the firm’s practice groups and offices, 57 lawyers were named to this year’s list, including 47 in Connecticut.

          Additionally, the following four lawyers were named the Best Lawyers® 2017 “Lawyer of the Year” in Hartford, Connecticut, in the noted practice areas: Dennis C. Cavanaugh in Construction Law; Judith M. Keppelman  in Litigation – Trusts and Estates; Linda L. Morkan in Appellate Practice; and Edward J. Samorajczyk Jr. in Corporate Law.

          See a complete listing of all Robinson+Cole's ranked lawyers in the news release.

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      • August 18, 2015

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

        • » more info

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

          Robinson+Cole was again recognized as having the highest number of Connecticut lawyers selected by their peers for inclusion in The Best Lawyers in America© 2016 (Copyright 2015 by Woodward/White, Inc., of Aiken, SC). Across the firm’s practice groups and offices, 55 lawyers were named to this year’s list, including 45 in Connecticut.

          Additionally, the following seven lawyers were named the Best Lawyers® 2016 “Lawyer of the Year” in Hartford, Connecticut, in the noted practice areas: Bruce B. Barth in Employee Benefits (ERISA) Law; Dennis C. Cavanaugh in Litigation – Construction; Stephen E. Goldman in Insurance Law; Joey Lee Miranda in Environmental Law; Craig A. Raabe in Litigation – Intellectual Property; Edward J. Samorajczyk, Jr., in Securities / Capital Markets Law; and William T. Sellay in Mergers and Acquisitions Law. Peter V. Lacouture was named the Best Lawyers® 2016 “Lawyer of the Year” in Energy Law in Providence, Rhode Island.

          See a complete listing of all Robinson+Cole's ranked lawyers in the news release.

        • View article
      • August 19, 2014

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

        • » more info

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

          Robinson+Cole was again recognized as having the highest number of Connecticut lawyers selected by their peers for inclusion in The Best Lawyers in America© 2015 (Copyright 2014 by Woodward/White, Inc., of Aiken,SC). Across the firm's practice groups and offices, 56 lawyers were named to this year's list, including 46 in Connecticut.

          Additionally, the following six lawyers were named the Best Lawyers® 2015 "Lawyer of the Year" in Hartford, Connecticut, in the noted practice areas: Dennis C. Cavanaugh in Construction Law; Gregory R. Faulkner in Litigation – Construction; Judith M.Keppelman in Litigation – Trusts and Estates; Craig A. Raabe in Criminal Defense: Non-White-Collar and Litigation – Antitrust; William T. Sellay in Corporate Law; and Theodore J. Tucci in Health Care Law.

          See the full list of included lawyers in the press release here.

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      • August 22, 2013

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

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

          Robinson & Cole recognized 13 lawyers for their initiative and outstanding dedication to the firm and the community at a reception on August 8, 2013, at Billings Forge Community Works. Managing partner John B. Lynch Jr. announced the Mentor of the Year, Community Service, and Distinguished Service awards while Pro Bono partner Edward J. Heath presented the firm's Pro Bono Award.
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      • August 16, 2013

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

        • » more info

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

          Robinson & Cole was again recognized as having the highest number of attorneys in Connecticut selected by their peers for inclusion in The Best Lawyers in America© 2014 (Copyright 2013 by Woodward/White, Inc., of Aiken, S.C.). Across the firm's practice groups and offices, 56 attorneys were named to this year's list, including 48 in Connecticut and 2 who received the distinction for the first time.

          Additionally, three lawyers were named "Lawyer of the Year" for 2014. Judith M. Keppelman was named Hartford Trusts and Estates "Lawyer of the Year," Dwight H. Merriam was named Hartford Litigation - Real Estate "Lawyer of the Year," and James A. Wade was named Hartford Personal Injury Litigation - Defendants "Lawyer of the Year."

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

          A total of 49 Robinson & Cole attorneys were named Super Lawyers® in the states of Connecticut, Massachusetts, and Rhode Island for 2012. The Super Lawyers® designation is based on regional balloting by attorneys, third-party research, and a peer review process encompassing myriad practice areas.

          In addition, 26 attorneys at the firm were recognized as "Rising Stars." Read an explanation of the Super Lawyers methodology here.

          Recognized attorneys and their areas of practice can be read in the full press release.

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      • August 28, 2012

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

        • » more info

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

          Robinson & Cole LLP was again recognized as having the highest number of attorneys in Connecticut selected by their peers for inclusion in The Best Lawyers in America® 2013 (© 2012 by Woodward/White, Inc., of Aiken, S.C.). Across the firm's practice groups and offices, 55 attorneys were named to this year's list, including 46 in Connecticut and 10 who received the distinction for the first time.

          Best Lawyers is based on an exhaustive peer-review survey in which more than 4.4 million confidential evaluations are submitted by attorneys on the legal abilities of other lawyers in their practice areas. Additional information regarding the Best Lawyers selection methodology may be read here. Corporate Counsel magazine has called Best Lawyers "the most respected referral list of attorneys in practice."

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