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Nonprofit Governance Reforms
The advent of significant corporate governance reforms in response to the Sarbanes-Oxley law, as well as scandals involving several leading nonprofit institutions, has created a climate of uncertainty for the management and Boards of Directors of nonprofit organizations. Controversy has arisen as to the extent to which these entities should emulate the behavior of comparably sized public corporations, even though most of Sarbanes-Oxley does not apply to entities that do not have securities registered with the Securities and Exchange Commission.
Pressure is building for governance reform in nonprofit organizations from several quarters. Directors who serve in management or on the boards of public companies may insist on certain reforms they have enacted elsewhere, out of a concern for personal liability. Outside auditors are demanding broader representations in management letters and are assessing the quality of governance in the context of their reports on the adequacy of internal financial controls. Rating agencies, such as Fitch's and Moody's, have suggested that they will take “governance” into account in assigning ratings for tax exempt debt. Legislative proposals by the Attorneys General of California, Massachusetts and New York would impose specific governance and certification requirements on nonprofit organizations subject to charitable trust oversight. Finally, the IRS has recently announced its intention to weigh in on standards for corporate governance in the context of conflicts of interest, inurement and private benefit that may give rise to intermediate sanctions.
It is important that a nonprofit organization approach questions of governance reform in a deliberate and careful fashion, with due regard to its particular history, charitable mission and needs. There is no “one size fits all” model for ideal governance and many of the requirements of Sarbanes-Oxley, such as external financial certification, have no place in the charitable world. Nonetheless there are several areas in which progressive nonprofit organizations should devote attention and take prudent steps to improve governance and accountability.
Major Differences In UK, U.S. Copyright Laws
This article highlights how copyright law in the United Kingdom differs from U.S. copyright law, and points out differences that may be crucial to entertainment and media businesses familiar with U.S law that are interested in operating in the United Kingdom or under UK law. The article also briefly addresses contrasts in UK and U.S. trademark law.
The Article 8 Opt In
The Article 8 opt-in election adds an additional layer of complexity to the already labyrinthine rules governing perfection of security interests under the UCC. A lender that is unaware of the nuances created by the opt in (may find its security interest vulnerable to being primed by another party that has taken steps to perfect in a superior manner under the circumstances.
Strategy vs. Tactics: Two Sides of a Difficult Coin
With each successive large-scale cyber attack, it is slowly becoming clear that ransomware attacks are targeting the critical infrastructure of the most powerful country on the planet. Understanding the strategy, and tactics of our opponents, as well as the strategy and the tactics we implement as a response are vital to victory.
Legal Possession: What Does It Mean?
Possession of real property is a matter of physical fact. Having the right or legal entitlement to possession is not "possession," possession is "the fact of having or holding property in one's power." That power means having physical dominion and control over the property.
The Stranger to the Deed Rule
In 1987, a unanimous Court of Appeals reaffirmed the vitality of the "stranger to the deed" rule, which holds that if a grantor executes a deed to a grantee purporting to create an easement in a third party, the easement is invalid. Daniello v. Wagner, decided by the Second Department on November 29th, makes it clear that not all grantors (or their lawyers) have received the Court of Appeals' message, suggesting that the rule needs re-examination.