Our lawyers are leading legal advisers to nonprofit corporations, universities and colleges and governmental bodies on matters relating to corporate governance, corporate responsibility and fiduciary duty. We counsel boards of directors or trustees, board committees (including audit committees, compliance committees, governance committees and special investigation oversight committees) and individual directors, executive officers, industry oversight groups, alliances and trade associations, donors and, in limited and special circumstances, units of state and local government.

Our advice encompasses a wide variety of matters, including board composition, structure, policies and practices, exercise of fiduciary duty, board and executive compensation, board oversight obligations in material transactions, fiduciary duty-related disputes and litigation, corporate compliance programs, internal and external investigations, and resolution of conflicts of interest/self-dealing controversies. These duties can take on special meaning in the context of the Open Meetings Act and the Freedom of Information Act for public institutions.

We are particularly active in advising our nonprofit and other public interest clients on the application of corporate responsibility principles, and matters related to financial transparency, disclosure and board oversight of financial matters. We are frequently called upon to advise standing and special boards on their charter and specific responsibilities. Several of our lawyers are recognized leaders in this area, speaking and writing frequently on nonprofit governance topics, and some of our partners currently serve or previously served on boards of trustees for universities and colleges. We work closely with general counsel and boards to fashion “firewalls” within organizations to safeguard against potential conflicts of interest.

Fiduciary Duties and Corporate Governance

Our experience includes:

  • Represented a medical college in crisis mode after an embezzlement scheme was exposed between its president and chairman of the board. Drawing on our litigation, employment, tax and governance experience, we assembled a crisis-management team and successfully resolved issues related to governance structure, continuing tax-exempt status and the board members’ fiduciary duties.