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Desktop Image: Tom, Jean L.
Mobile Image: Tom, Jean L.

Jean L. Tom

Partner

Chair, Tax-Exempt Organizations Practice

Co-chair, Attorneys of Color Affinity Group

T 415.276.6538 San Francisco
I have the privilege of advising people and organizations that are changing the world.
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As a trusted advisor to philanthropists and mission-driven organizations, Jean Tom recognizes that the success of social change efforts often depends on sound legal counsel. Nonprofits are regulated by a complex array of corporate, tax, and other regulatory regimes at the international, federal, state, and local levels. Jean provides practical advice that helps clients navigate these legal thickets so they can focus on mission and achieving social impact. Nonprofits are also increasingly partnering with for-profit organizations and investors in novel ways as they seek new revenue streams and innovative means of achieving their goals. Such opportunities require careful counseling to ensure regulatory and tax compliance. Jean has the perspective and experience to guide clients through the legal complexities so they can capitalize on these new opportunities.

Jean's clients are a diverse mix of philanthropists, social entrepreneurs, public charities (advocacy organizations, universities, museums, social service organizations), private foundations (family foundations, community foundations and corporate foundations), social welfare organizations, and trade associations. Her clients focus on fields ranging from education to social, racial, and economic justice; health, scientific research and innovation; arts and culture; environmental conservation, religion, and animal welfare. Among Jean’s clients are NoVo Foundation, the ASPCA, Sierra Club, The Conference Board, KQED and the University of California, as well as a number of West Coast hospital systems.

Jean counsels her clients on all aspects of a nonprofit organization's life cycle, from entity choice and formation through dissolution, and on complex organizational structuring and transactions (forming subsidiaries, establishing relationships with affiliates, structuring joint ventures, and exploring and carrying out mergers and acquisitions). She also advises clients on grantmaking, corporate governance (bylaws, board fiduciary duties, conflicts of interest), executive compensation, corporate sponsorships and commercial co-ventures, political intervention and lobbying, and program-and mission-related investments. Jean also enjoys serving as general counsel to her clients, tackling issues as they arise and connecting clients with capable colleagues in other parts of the firm to assist with issues spanning employment, intellectual property, technology, privacy, immigration, and real estate.

A frequent speaker on matters pertaining to nonprofits, Jean has also represented organizations in connection with attorney general investigations and before the California Franchise Tax Board and the Internal Revenue Service.

Practice Highlights

Customized private foundation trainings

Design custom trainings and webinars for private foundation Board members, officers and program staff on issues ranging from lobbying and political campaign intervention to the self-dealing rules and the public support test.

Executive compensation advice

Assist boards of tax-exempt organizations, their compensation committees, in-house counsel, and human resources departments with designing and implementing procedures for approving executive compensation to create a “rebuttable presumption” of reasonableness under the federal tax law “excess benefit” rules in order to protect the organization, its executives, and board members.

Revision of charitable-use restrictions for university client through cy pres

Negotiated changes in charitable use restrictions on university endowment funds imposed by historic gift documents with state attorney general and pursued successful cy pres proceedings in state court.

Admitted to Practice

  • New York, 2003
  • California, 2015

Education

  • J.D., Yale Law School, 2002
    • Articles Editor, Yale Human Rights and Development Law Journal
    • Francis Wayland Prize in Negotiation
  • B.A., Social Studies, Harvard University, 1996, magna cum laude
    • Phi Beta Kappa

Languages

  • Mandarin, French

Memberships & Affiliations

    • Board of Advisors, National Center on Philanthropy and the Law, New York University
    • Board of Directors, Giffords Law Center Against Gun Violence, 2019-present
    • Board of Directors, Waterman's Community Center, 2017-present
    • Board of Directors, Fund for Community Change, 2016-present
    • Committee on Tax Exempt Organizations, American Bar Association
    • Committee on Nonprofit Organizations, New York City Bar Association
    • Member, Magistrate Judge Merit Selection Committee, Eastern District of New York, 2011-2015
    • Director, Center for Community Change, 2013-2016
    • Director, Neighbors Together, 2009-2014
    • Director, The Lower Eastside Girls Club of New York, 1999-2005
    • Coro Fellow in Public Affairs, Coro New York Leadership Center, 1996-1997

Professional Recognition

    • Selected to “New York Rising Stars” in Non-Profit Law, 2013
    • Named to "The Legal 500 U.S. Edition," for Finance/Not-for-Profit, 2013, 2014

Background

    • Counsel, 2013-2015; Associate, 2003-2012 – Patterson Belknap Webb &Tyler LLP, New York, N.Y.
    • Law Clerk, Hon. Raymond J. Dearie, U.S. District Court, Brooklyn, N.Y., 2002-2003
    • Legal Intern, East Bay Community Law Center, Berkeley, Calif., 2000
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