Objective: To investigate whether private foundations can be created in a way that will insulate them from attacks by the tobacco industry, using the Minnesota Partnership for Action Against Tobacco (MPAAT) as a case study. Design: Information was collected from internal tobacco industry documents, court documents, newspapers, and interviews with health advocates and elected officials. Results: The creation of MPAAT as an independent foundation did not insulate it from attacks by tobacco industry allies. During 2001 - 2002, MPAAT was repeatedly attacked by Attorney General Mike Hatch and major media, using standard tobacco industry rhetoric. This strategy of attack and demands for information were reminiscent of previous attacks on Minnesota's Plan for Nonsmoking and Health and the American Stop Smoking Intervention Study ( ASSIST). MPAAT was ultimately forced to restructure its programme to abandon effective community norm change interventions around smoke-free policies and replace them with less effective individual cessation interventions. Neither MPAAT nor other health advocates mounted an effective public response to these attacks, instead relying on the insider strategy of responding in court. Conclusion: It is not possible to avoid attacks by the tobacco industry or its political allies. Like programmes administered by government agencies, tobacco control foundations must be prepared for these attacks, including a proactive plan to educate the public about the principles of community based tobacco control. Public health advocates also need to be willing to take prompt action to defend these programmes and hold public officials who attack tobacco control programmes accountable for their actions.