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Practice Areas.

Six key areas of expertise.
One integrated focus.

Governance
and Board Counsel

Board Design

Bylaws and Structure

Governance Crisis Response

Conflicts and Investigations

Fiduciary Duties

Chapter and Affiliate Relations

Explore Governance & Board Counsel
What We Do
We counsel boards and executives on fiduciary duties, authority, and governance process. We draft and amend bylaws, charters, and governance policies, and we advise on governance structuring, including board composition, committee architecture, advisory boards, delegations, and reserved powers, as well as conflict and investigation processes when needed.

When We Help

  • Board or committee restructuring: questions about committee scope, chartering, delegation, reporting lines, and reserved powers, including the use of advisory boards and task forces.
  • Bylaw or structure redesign: recurring governance friction, unclear delegation, or growth-driven restructuring.
  • Conflict of interest or ethics issue: questions about recusal, review procedures, investigation scope, and recordkeeping.
  • Governance crisis: disputes over authority, meeting process, voting, executive issues, or contested board action.
  • Chapter or affiliate breakdown: disputes over affiliation terms, financial control, standards, enforcement, or termination rights.

Strategic Transactions
and Growth

Mergers and Affiliations

Program Acquisitions

Joint Ventures

Subsidiary Formation

Member Approval Process

Due Diligence

Explore Strategic Transactions & Growth
What We Do
We structure, negotiate, and document transactions involving mission-driven organizations. We provide diligence support, draft transaction documents, counsel on approvals and governance steps, and advise on deal structures involving subsidiaries, affiliations, joint ventures, and program acquisitions or divestitures.

When We Help

  • Merger or affiliation discussions: legal structuring, diligence, approvals, and documentation for integration and ongoing governance.
  • Program acquisition or divestiture: transfers involving credentials, publications, events, or business lines with complex assets and obligations.
  • New revenue models: agreements for licensing, sponsorship, partnerships, and for-profit activity alongside exempt operations.
  • International expansion: affiliate and partnership structures, IP licensing, contracting, and local compliance coordination.

Certification
and Credentialing

Exam Vendor Agreements

Program Defense

Due Process Design

Certification Mark Strategy

Appeals and Due Process

Accreditation Readiness

Eligibility Frameworks

Explore Certification & Credentialing
What We Do
We advise on the legal structure and defensibility of certification and credentialing programs. We draft and revise governing documents, policies, procedures, and agreements, and we counsel on disputes and enforcement involving credential decisions and certification marks.

When We Help

  • New program launch or major redesign: legal issues around mark strategy, eligibility rules, appeals pathways, and exam-related agreements.
  • Exam security or content IP issue: questions involving item bank ownership, access controls, proctoring and vendor obligations, confidentiality, investigation procedures, and enforcement when exam content is compromised or misused.
  • Candidate challenge or litigation threat: questions about due process, hearing procedures, documentation, and decision records.
  • Accreditation review: governance and legal issues raised by standards, site-visit preparation, or documentation requests.
  • Competitor or regulator activity: issues affecting mark enforcement, market positioning, or the legal standing of an existing credential.

Intellectual Property
and Technology

Trademark Registration & Enforcement

Platform Agreements

Data Ownership and Use

Vendor Risk and Security Terms

Content IP and Rights

AI Use Policy

Explore IP & Technology
What We Do
We advise on IP strategy and technology contracting. We prosecute and manage trademarks, draft licensing and content agreements, negotiate vendor and platform contracts, and counsel on data rights, security terms, and policies governing content creation and AI use.

When We Help

  • Trademark or certification mark matters: registration, licensing structures, and enforcement against unauthorized use.
  • Platform negotiation: contracting issues for AMS, LMS, exam delivery, or event tech, including data rights, exit, security, and continuity.
  • Content ownership disputes: questions about authorship, contributor terms, reuse rights, and downstream distribution.
  • AI adoption: policy and contracting issues around confidentiality, ownership, permissions, and review controls.

Executive Employment
and Compensation

Executive Agreements

Compensation Governance

Executive Separation

Board Process Documentation

Restrictive Covenants

Explore Executive Employment & Compensation
What We Do
We draft and negotiate executive employment, compensation, and separation arrangements. We counsel boards and committees on documentation and process, and we advise on tax-exempt compensation risk issues, including intermediate sanctions considerations and related-party transaction concerns.

When We Help

  • CEO or senior executive hire: employment terms, incentives, duties, restrictions, and board approval documentation.
  • Compensation review or reset: comparability materials, process documentation, and committee workflow issues.
  • Planned or unplanned transition: separation terms, releases, confidentiality, approvals, and handoff planning.
  • Intermediate sanctions exposure: questions involving benefits, related transactions, documentation, and response strategy.

Tax Exemption
and Regulatory

UBIT Analysis

Private Benefit Risk

IRS Examination Response

Lobbying Compliance

Multi-Entity Structure

Form 990 Strategy

Explore Tax Exemption & Regulatory
What We Do
We advise tax-exempt organizations on compliance affecting operations, revenue, advocacy, and reporting. We analyze UBIT and private benefit issues, counsel on lobbying and political activity rules, support Form 990 positioning, and represent organizations in IRS inquiries and examinations.

When We Help

  • New revenue streams: issues involving sponsorship, licensing, advertising, royalties, and for-profit activity.
  • IRS inquiry or examination: response strategy, document production planning, and representation.
  • Lobbying and political activity growth: questions about policies, controls, disclosures, and activity classification.
  • Form 990 disclosure risk: issues involving governance narratives, program descriptions, and consistency across public statements.
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