A look inside GOOD COUNSEL: Meeting the Legal Needs of Nonprofits
by Lesley Rosenthal
(John Wiley & Sons 2012)
America’s two million nonprofit organizations represent a gorgeous array of goodness.
Nonprofits lead our efforts to prevent or cure disease, alleviate poverty and hunger, advance education, address environmental and social concerns, and ennoble through culture.
Every one of these organizations faces business law issues - corporate law and governance, tax law, contracts, fundraising, finance, personnel, intellectual property, consumer regulatory law, real estate, operations, lobbying law and other matters - but the issues can seem daunting and difficult to navigate.
Good Counsel: Meeting the Legal Needs of Nonprofits offers a one-stop practical and compact overview for nonprofit executives and trustees, as well as for lawyers and law students who would like to help their favorite nonprofit but don't know how.
Take a walk through the halls of a nonprofit organization with a seasoned General Counsel, and come away with a rich understanding of how common legal issues arise in each department or function.
Then, working with the focus questions, workplans and other tools in Good Counsel, you can:
- envision and execute new business initiatives that tie into the mission and support the goals of your organization with greater confidence;
- inspire greater governance and leadership
- improve risk-management, financial and operational efficiencies; and
- facilitate communications about legal matters.
Good Counsel includes focus questions that provide students – and other readers with the spirit of self-reflection – with the opportunity to consider what they have read and test their working knowledge of important concepts. Work plans provide the tools for an overall assessment of an organization’s legal needs.
Good Counsel also includes:
chapter-by chapter glossaries of the specialized terms,
- detailed write-ups of the case studies from the book,
- and links to additional materials and information.
The last third of the book, "For Good Counsel Only," also reveals:
- how an incoming attorney can organize, structure and manage a nonprofit’s legal function for maximum efficiency;
- how job-hunting lawyers can find a fulfilling legal position in a nonprofit; and
- how organizations can locate free or low-cost legal resources.
Practice Pointers throughout the text call out points of particular interest to attorneys and law students.
The accompanying website is a forum for nonprofit leaders to meet willing counsel for co-learning, networking and professional partnering.
A glossary of terms is available on the publisher's companion website to this book at www.wiley.com/go/goodcounsel.
Copyright © 2012 by Lesley F. Rosenthal. All rights reserved.
Published by John Wiley & Sons, Inc., Hoboken, New Jersey.
Published simultaneously in Canada.
No part of this publication may be reproduced, stored in a retrieval system, or transmitted in any form or by any means, electronic, mechanical, photocopying, recording, scanning, or otherwise, except as permitted under Section 107 or 108 of the 1976 United States Copyright Act, without either the prior written permission of the Publisher, or authorization through payment of the appropriate per-copy fee to the Copyright Clearance Center, Inc., 222 Rosewood Drive, Danvers, MA 01923, (978) 750-8400, fax (978) 646-8600, or on the Web at www.copyright.com. Requests to the Publisher for permission should be addressed to the Permissions Department, John Wiley & Sons, Inc., 111 River Street, Hoboken, NJ 07030, (201) 748-6011, fax (201) 748-6008, or online at http://www.wiley.com/go/permissions.
Limit of Liability/Disclaimer of Warranty: We hope you will find this book to be a useful preliminary guide to the legal issues facing nonprofits. The book is for informational purposes only and does not constitute legal advice. While this information can help you understand the basic subjects, it is very important that you obtain the advice of a qualified professional where appropriate.
While the publisher and author have used their best efforts in preparing this book, they make no representations or warranties with respect to the accuracy or completeness of the contents of this book and specifically disclaim any implied warranties of merchantability or fitness for a particular purpose. No warranty may be created or extended by sales representatives or written sales materials. The information contained herein may not be suitable for your situation. Neither the publisher nor author shall be liable for any loss of profit or any other commercial damages, including but not limited to special, incidental, consequential, or other damages.
Trademarks and logos displayed herein are the property of their respective owners, who do not endorse or sponsor this publication.
For general information on our other products and services or for technical support, please contact our Customer Care Department within the United States at (800) 762-2974, outside the United States at (317) 572-3993 or fax (317) 572-4002.
Wiley also publishes its books in a variety of electronic formats. Some content that appears in print may not be available in electronic books. For more information about Wiley products, visit our web site at www.wiley.com.
Library of Congress Cataloging-in-Publication Data:
Printed in the United States of America
This book would not exist without the extremely generous contributions of time and know-how by many people.
Supporters: Ted Rosenthal, Reynold Levy, Dan Rubin, Karen Levinson, Alicia Glekas Everett, Roy & Jenny Niederhoffer, and Cecelia Gilchriest.
Editors: Jennifer MacDonald, Susan McDermott
Overall research and drafting assistance: Adam Ness, Cardozo Law School LLM ’11; Elizabeth Dann, Georgetown Law School ’12. Case studies: Josh Sekoski, Harvard Law School ’12. Focus questions: Amy Perry, Spelman College ’12. Chapters 2 and 3: Michael Cooney, Esq., Nixon Peabody LLP; Deborah Hartnett, Esq., Music Theatre International; Mark Hoenig, Esq., Weil Gotshal & Manges. Chapter 4: Elizabeth W. Scott, Major League Baseball; Emma Dunch, Dunch Arts; Megan C. Bright, Fordham Law School ’12; Simon J. Frankel, Covington & Burling. Chapter 5: Emma Dunch, Dunch Arts; Jeffrey S. Tenenbaum, Venable LLP; John Sare, Patterson Belknap Webb & Tyler; Jane McIntosh, Lincoln Center and Columbia University Teacher’s College. Chapter 6: David Sayles, BlackRock Solutions; Kara Medoff Barnett, Shilla Kim-Parker and Clive Chang, Lincoln Center for the Performing Arts; Susan Leeds, New York City Energy Efficiency Corporation; Erin S. Gore, UC Berkeley; Kenneth B. Roberts, Hawkins Delafield & Wood LLP; Lisa B. Herrnson, Proskauer Rose (pension law section). Chapter 7: Allan S. Bloom, Paul Hastings Janofsky & Walker LLP; Jeffrey S. Klein, Weil Gotshal & Manges; David R. Warner, Venable LLP; Debra Osofsky, Harvard Law School ’89; Philip M. Berkowitz, Littler Mendelson; Stephanie Marks, Wormser Kiely Galef & Jacobs (immigration law section). Chapter 8: Elizabeth W. Scott, Major League Baseball; Emma Dunch, Dunch Arts; Keith E. Danish, Hiscock & Barclay (trademark law section); R. Bruce Rich and Caroline Geiger, Weil Gotshal & Manges; Barry Agdern, Hearst Corporation and Donald Saelinger, Covington & Burling (sweepstakes issue-spotter). Chapter 9: Suzanne St. Pierre and Peter S. Britell, Dewey & LeBoeuf LLP; Debra Sapp, Katsky Korins LLP; Elizabeth B. Stein, Environmental Defense Fund; Andrew A. Lance, Gibson Dunn & Crutcher; John Tiebout and Sara Chang, Lincoln Center for the Performing Arts. Chapter 10: Brittany Uthoff, Harvard Law School ’11; Alexandra Megaris, Venable LLP. Chapter 11: Thomas J. Ostertag, Major League Baseball; Lewis M. Smoley, Davidoff Malito & Hutcher LLP; Cory Greenberg, Alvin Ailey American Dance Theater; Andrew J. Lauer, Yeshiva University. Chapter 12: Liza Parker, Lincoln Center for the Performing Arts; Debra Sapp, Katsky Korins LLP; Sharman Propp; Amanda B. Horowitz, Paul Weiss Rifkind Wharton & Garrison; Lisa Williams, Office of Public Interest Advising, Harvard Law School. Chapter 13: Brandon N. Egren, Dewey & LeBoeuf
Readers: Hon. Judith S. Kaye, Skadden Arps, and Chief Judge Emerita, New York Court of Appeals; Prof. Mark Kleiman, UCLA School of Public Affairs; Gary E. Friedman, Schacker Realty; Rebecca Sayles, Copland House; Phyllis Isaacson; Nancy Fadem, Americana Student Center; David Munkittrick, Esq., Proskauer Rose; Thomson Kneeland; David B. Ramsey, Harvard Law School ’05; Alan H. Fallick, Newsday; Joy A. Fallick; Julie Lineberger, Vermont Businesses for Social Responsibility; Prof. Tobie Stein, Director, MFA Performing Arts Management, Brooklyn College, The City University of New York; Kelly Kleiman, NFP Consulting and The Nonprofiteer; Scott Harshbarger, Proskauer Rose and former Attorney General of the Commonwealth of Massachusetts; Marnie Berk, New York Lawyers for the Public Interest, Caroline Geiger, Weil Gotshal & Manges, Prof. Brian Glick, Director, Community Economic Development Clinic, Fordham University School of Law; Richard Speizman, KPMG; and Sean Delany, Lawyers Alliance for New York.