Nonprofit Organizations

• Closing a merger of two 501(c)(3) entities at the end of 2021 to create an opportunity for broader and more extensive resources to support its research based and educational programming
• Negotiated and currently working to close the merger of two large national service related 501(c)(3) entities organized in two different jurisdictions
• Assisted with the merger of two allied industry associations in 2022 to increase value to its combined membership, create a balanced structure for allocation of resources, streamline governance and maximize operating efficiency and effectiveness
• Provided strategic guidance and corporate governance advice to large public university for the restructuring of its real estate, fundraising and research affiliates
• Assisted new trade association in development of governance framework and to establish and implement all policies and procedures of the organization
• Prepared comments in US Department of Treasury rulemaking proceeding in an effort to preserve tax status of association
• Assist public charity whose mission is to support research in a chronic disease by developing programming to license data for use in clinical trials
• Developed taskforce charter, policies and member agreement for a professional society
• Set guidelines and best practices for members of a professional society to facilitate the exchange of data
• Represented national trade association of chemical manufacturers in the development of standards used worldwide to evaluate risk of exposure to products
• Assisted professional society in preparation of certification handbook and editorial policy for professional journal

MERGERS AND ACQUISITIONS, STRATEGIC ALLIANCES AND COMBINATIONS

• Represented private secondary school in negotiations and sale of assets
• Managed team in representation of officers in acquisition of their employer (a large government contracts services firm), subsequent formation of subsidiaries and with foreign expansion
• Handled merger of multiple subsidiaries into parent of large nonprofit hospital system in anticipation of combination with another hospital system
• Led association of medical service providers in strategic venture funded by US CDC to provide life-saving medical services in Sub-Sahara Africa
• Negotiated disassociation of affiliated public charity from publicly traded mass media company
• Represented certification organization’s merger with a similar organization in order to increase program services to combined membership

GOVERNANCE AND BOARD ISSUES

• Provides advice regarding corporate governance issues including development, audit and amendment of governance documents including bylaws, policies, committee charters, codes of conduct, Board training and counseling regarding ethical and fiduciary responsibilities

• Drafted documents, prepared board presentations and managed process to implement corporate governance restructuring to align nonprofit association of specialty product manufacturers with its mission
• Undertook extensive audit of international association’s governance procedures at the request of the entity’s Chair and provided recommendations to improve efficiency and effective board leadership
• Provided strategic guidance and corporate governance advice to large university foundation for restructuring of its affiliated entities to align with the university’s priorities
• Managed merger of multiple subsidiaries into parent of large hospital system in anticipation of combination with another hospital system

Other

• Drafts wide range of agreements of all types including employment, nondisclosure, noncompete, affinity, hotel and meeting, independent contractor and consultant, and services agreements; settles disputes accordingly
• Member of the firm’s Coronavirus Aid, Relief, and Economic Services Act (CARES) team and provides guidance to clients regarding the Payroll Protection Program (PPP), Economic Injury Disaster Loans (EIDL) and tax relief under CARES and the Families First Coronavirus Response Act (FFCRA)
• Successfully settled state tax and licensure audit of manufacturer and importer of luxury goods
• Settled dispute resulting from early termination of commercial real estate lease and negotiation of new office facility with build-out
• Represented service provider with investigation of sexual harassment charges against executive employee, termination of employee and settlement of claim of improper dismissal
• Led development of software used to evaluate risk of exposure to industry members’ products
• Represented client in termination of defined benefit plan and successful resolution of IRS investigation following termination
• Managed employee terminations with severance in anticipation of sale of subsidiary
• Assisted one of the largest distributors of chemical products in North America with structure and implementation of a supply and distribution network in South America