Covington’s corporate governance expertise extends to tax-exempt and not-for-profit organizations. Our experience includes analyzing internal governance procedures and controls as well as developing governance structures and advising on compliance with evolving best practices standards for tax-exempt and not-for-profit organizations. Our clients include scientific and medical research organizations, think tanks, trade associations, political entities, sports leagues, charities and foundations, governmental entities and many others.
Covington regularly counsels not-for-profit and tax-exempt corporations, boards, committees, trusts—as well as individual directors, officers, trustees and fiduciaries—in a wide variety of corporate governance and business strategy matters, such as corporate compliance policies, conflict of interest situations, governance policies, audit committee charters, fiduciary duties, executive compensation, director education and crisis management. We have particular expertise in issues relating to the personal liability of directors and officers and legislation that seeks to “extend Sarbanes-Oxley” to not-for-profit organizations. Our work in this area includes the review of indemnification provisions in organic corporate documents, such as bylaws and employment agreements, preparation of committee charters for committees of boards of directors, analysis of state and federal laws providing immunity (or limited immunity) and analysis of D&O insurance policies. We conduct periodic reviews to assist directors, officers and trustees in carrying out their due diligence and fiduciary obligations.
Representative Matters
- We currently are analyzing the internal governance procedures and controls of one of the nation’s oldest, federally chartered art museums in light of evolving best practices for not-for-profit educational institutions.
- We recently advised on the creation and operation of an independent committee of the Board of Directors of a preeminent, not-for-profit scientific research organization which was considering monetizing research results from some of its government sponsored research.
- We recently advised on the composition of the audit committee of the Board of Directors of a not-for-profit medical research organization subject to the new California Nonprofit Integrity Act.
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