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Sharon C. Lincoln


Administrative Assistant

Janet Steele

Sharon C. Lincoln advises nonprofit entities on the wide range of issues related to their tax-exempt status, including formation, funding, governance, executive compensation (including deferred compensation), regulatory compliance, restructuring, international grant making, lobbying, unrelated business income, tax opinions, and mergers & acquisitions.

In addition, she assists clients in matters directly involving the Internal Revenue Service, the Massachusetts Attorney General’s Office, and the Massachusetts Department of Revenue, including audits, appeals, and ruling requests.

Sharon also assists clients with planning and structuring new social ventures. To that end, she keeps track of developments that affect social entrepreneurs, including guidance regarding benefit corporations and other "hybrid" entities.

Prior to joining Casner & Edwards, Sharon was the Chair of Foley Hoag LLP's Nonprofit/Social Venture Practice group in Boston.

Honors & Awards

The Best Lawyers in America – Nonprofit / Charities Law, 2019-2024

Boston Magazine, "Top Lawyers" – Nonprofit Organizations, 2022-2023

Massachusetts Lawyers Weekly, "Go To Taxation Lawyer,” 2022

Massachusetts Lawyers Weekly, “Top Women of Law,” 2020


  • Massachusetts
  • California
  • Tax Court

JD, cum laude, Harvard Law School
BA, summa cum laude, Dartmouth College


  • Managed IRS audits for a major university, an established private foundation, a multi-million dollar international charity, and an educational institution.
  • Advised a multi-million dollar health services provider based in California with IRS and governance matters.
  • Currently assisting clients in litigation matters in Tax Court and in Massachusetts Probate Court.
  • Routinely assists foreign charitable organizations with tax opinions related to their qualification as organizations described in Section 501(c) of the Internal Revenue Code.
  • Represented several tax-exempt organizations in connection with investigations by or filings with the Nonprofit Organizations/Public Charities Division of the Office of Attorney General.
  • Provided guidance regarding office reopening guidelines and best practices in the midst of the COVID-19 pandemic.
  • Assisted with the establishment of one of the first Massachusetts benefit corporations and with numerous Delaware public benefit corporations.
  • Co-wrote a tax opinion for a large nonprofit organization that discussed the requirements for the organization’s on-going qualification as a tax-exempt organization. Subsequently assisted the organization with forming a for-profit subsidiary to conduct activities that fall outside of the client’s charitable mission.
  • Represented a private foundation organized in the United Kingdom in establishing operations in the United States without incurring federal or state tax reporting obligations.
  • Represented a large conservation organization in negotiating and drafting an affiliation agreement with another long standing conservation organization that aligned their operations and financial management.
  • Assisted several tax-exempt organizations with structuring and executing asset acquisitions and mergers.
  • Assisted several different charities with structuring relationships (joint ventures, partnerships, etc.) with non-charitable entities.
  • Assisted an established healthcare nonprofit with streamlining its board governance, charter, and bylaws to align with Type I supporting organization qualification.
  • Advised several national charitable organizations regarding the federal tax laws regulating the participation of such charitable organizations in lobbying activities, including the expenditure test under Code section 501(h).
  • Provided a large tax-exempt healthcare organization with guidance regarding the excess benefit rules as they applied to compensation paid to the organization’s executives.
  • Assisted a national microfinance organization with structuring matters.
  • Provided specific guidance regarding maintaining tax-exempt status to several national charities that were undergoing (or considering) significant restructuring.
  • Assisted a large tax-exempt healthcare organization with tax aspects related to making a renewable energy investment.

  • Member, The Fellows of the American Bar Foundation
  • Member, Steering Committee, Tax Exempt Organizations Section, Boston Bar Association
  • Member, Chapter 180 Working Group, Boston Bar Association
  • Member, Tax Section State and Local Tax (SALT) Executive Committee, American Bar Association
  • Chair, SALT subcommittee on Tax-Exempt Organizations, American Bar Association
  • Chair, Governance and Forms Committee, Benefit Corporation Bar Association
  • Board Member, TEGE Exempt Organizations Council
  • Board Member, Farm Sanctuary
  • Former Board Member, The Associates of the Boston Public Library
  • Former Founding Board Member, New England Women in Energy and the Environment


  • Author, “Omnibus Summary of Treasury and SBA Guidance on Paycheck Protection Program,” SmallBizDaily, 2020
  • Author, “Employers May Make Tax-Free Disaster Relief Payments to Employers,” SumNews, 2020
  • Author, “Paycheck Protection Program — New Funding and Updates,” Massachusetts Bar Association’s Section Review, 2020
  • Author, “Houses of Worship Subject to Parking Lot Tax,” Church Executive Magazine, 2019
  • Author, “IRS Issues Guidance Regarding Excise Tax on Compensation Paid by Tax-Exempt Organizations,” EO Tax Journal, 2019
  • Author, “The Essential Eight: A Concise Summary of 21st-Century Governance Guidelines for Nonprofit Boards,” Board Leadership Journal, 2019
  • Author, “Using Non-501(c)(3) Vehicles to Accomplish Philanthropic Objectives,” The Tax Magazine, 2017
  • Co-author, Treatise Chapter – “Preparing IRS Forms 1023, 1023-EZ and 1024,” Massachusetts Nonprofit Organizations, a two-volume treatise published by MCLE (6th ed. 2020 update)
  • Co-author,Treatise Chapter – “Duties and Liabilities of Directors and Officers,” Massachusetts Nonprofit Organizations, a two-volume treatise published by MCLE (5th ed. 2014, 6th ed. 2016, updated in 2018 and 2020)
  • Co-author, Treatise Chapter – “Hybrid Entities,” Corporate Social Responsibility, BNA Corporate Practice Series, 2013-2016
  • Author, Massachusetts – Guidance on Law for Change, Lex Mundi Pro Bono Foundation
  • Author, “Benefit Corporations Have Arrived in Massachusetts,” Boston Bar Association, 2013
  • Author, “Saving the World - One Social Venture at a Time,” guest blog for The Capital Network, 2012


  • Co-presenter, “Federal Tax Law Update,” National Association of College and University Attorneys Annual Conference, 2023
  • Presenter, “Collaborative Funding Arrangements,” MCLE Nonprofit Law Conference, 2023
  • Presenter, “Anatomy of a State AG Investigation,” Georgetown Law Annual Representing and Managing Tax-Exempt Organizations, 2023
  • Presenter, "Don't Panic - It's Just an IRS Audit: Guidelines for being prepared in case the IRS comes knocking," The Providers' Council Convention "Tax and Audit Update,” 2021
  • Co-panelist, "Nonprofit/For-Profit Joint Ventures," NASCO's Public Day, 2021
  • Co-presenter, Sustained Collaboration Network's Community of Practice webinar: "Missions Aligned: Key Tips & Best Practices for a Successful Collaboration," 2021
  • Panelist, Annual MCLE Nonprofit Law Conference “Nonprofits in Trouble,” 2021
  • Co-presenter, MyLawCLE National Webinar: “Nonprofit Directors & Officers and Personal Liability: Pitfalls and Protections,” 2021
  • Co-presenter, The Providers’ Council Convention “Tax and Audit Update,” 2017-2020
  • Co-panelist, “Election Year Do’s and Don’ts for 501(c)(3) Organizations,” Boston Bar Association, 2020
  • Co-presenter, ABA Program: “Transformational Leadership - Making a Difference with Social Entrepreneurship,” 2020
  • Co-presenter, BBA Webinar: “COVID-19 Relief for Nonprofits,” 2020
  • Co-presenter, MCLE's “‘1st Look’ FFCRA & the CARES Act” Webinar, 2020
  • Presenter, “The Essential Eight: A Concise Summary of 21st Century Governance Guidelines for Nonprofit Boards,” Providers’ Council 2019 Annual Convention, 2019
  • Panelist, “Section 4960 Issues for Exempt Organizations,” TEGE Exempt Organizations Council Conference, 2019
  • Presenter, “Tax Cuts & Jobs Act and IRS Update,” Provider’s Council Conference, 2018
  • Presenter, “Five Key Tax Reform Issues for MA Land Conservation Organizations,” Massachusetts Land Trust Conference, 2018
  • Co-chair, Annual MCLE Nonprofit Law Conference, 2014-2017
  • Co-presenter, “Choice of Entity Considerations for Charitable Initiatives,” Boston Bar Association, 2017
  • Co-presenter, “Legal Aspects of Starting a Social Enterprise,” Harvard i-Lab, 2017
  • Presenter, “Exemption from Property Tax vs. Income Tax – Analyzing the Intersection,” ABA Tax Section Meeting, 2017
  • Co-presenter, “Using Non-501(c)(3) vehicles to Accomplish Charitable Objectives,” ABA Joint Fall CLE Meeting, 2016
  • Co-presenter, “Chan-Zuckerberg & Friends: Using Philanthrocapitalism to Accomplish Charitable Goals: Will Foundations Become an Endangered Species?” ABA Business Law Section Meeting, 2016
  • Presenter, “Tax-Exempt Entities: Paying the Way for Tax Exemption,” ABA/IPT Advanced Property Tax Seminar, 2016
  • Co-presenter, “Legal Aspects of Starting a Social Enterprise,” Harvard i-Lab, 2016
  • Presenter, “The Legal Spectrum of Social Enterprise,” MCLE Nonprofit Law Conference, 2015
  • Co-presenter, “State Taxation of Nonprofit Organizations: When Nonprofit Doesn’t Mean ‘Tax Exempt’,” American Bar Association Joint Fall CLE Meeting, 2014
  • Co-presenter, “For-Profit Subsidiaries,” Boston Bar Association CLE program
  • “When Nonprofits Cooperate and Collide,” 2013
  • Presenter, “Nonprofit Ventures Involving For-Profits,” MCLE Nonprofit Law Conference, 2013
  • Co-presenter, “Funding Options Deep Dive for Social Impact, Non-profit and B-Corps,” MassChallenge, sponsored by The Capital Network, 2012
  • Co-presenter, “Contingency Planning and Collaboration Models,” Nonprofits and Charities Law Conference sponsored by the MA Attorney General’s Office, 2012
  • Moderator, “Taxation of Nonprofit Healthcare Institutions,” ABA Tax Section Meeting, 2012
  • Presenter, “Nonprofit Mergers, Acquisitions and Other Strategic Alliances,” MCLE Nonprofit Law Conference, 2012
  • Presenter, “Executive Compensation at Tax-Exempt Organizations: Overview of Rules and Best Practices,” Boston Bar Association, 2011
  • Co-author and co-presenter, program on limited liability companies at the Boston Bar Association, 2008

News for Sharon

22 Casner & Edwards Attorneys Named “Top Lawyers” by Boston Magazine

Casner & Edwards Attorney Sharon C. Lincoln Featured on Breaking Money Silence® Podcast Episode, “How to Start Your Own Nonprofit.”

Casner & Edwards Attorney Sharon C. Lincoln to Speak at 2023 NAAG/NASCO Annual Charities Conference

Casner & Edwards Attorneys Scott Harshbarger, Anita S. Lichtblau and Sharon C. Lincoln to Speak at Providers’ Council’s 48th Annual C

31 Casner & Edwards Attorneys Recognized by The Best Lawyers in America® 2024