Directors must place the interests of the corporation ahead of personal gain.
The concern with transactions with directors/officers relates to the requirement that an individual should avoid using his or her position to obtain improperly a benefit for himself or herself, or an advantage which properly belongs to the corporation. The fact that the transaction is one in which the director has a personal interest is usually less significant than whether it was fair to the corporation at the time the decision was made and whether the decision was reached in an impartial board environment. This white paper reviews the prevalence of conflicts and how, in many situations, interested transactions are a healthy necessity.
Nixon Peabody LLP
- Counsel in the Rochester, NY office of Nixon Peabody LLP
- Represented organizations ranging from the very small to the very large on all matters relating to nonprofit governance and related issues; also worked with several organizations to guide them through IRS and regulatory audits; assisted numerous charities navigate the various rules regarding charitable solicitations in a market that necessitates the use of social media and electronic communications
- Conducts regular seminars and workshops on nonprofit governance, issues relating to tax-exempt status and charitable solicitations
- Member of the National Association of College and University Attorneys (NACUA) and a member of the Legal Resources Committee and is also involved with the Greater Rochester Association of Women Attorneys, previously serving as a board member as well as chair of their Media Committee and co-chair of the Program Committee; also a member of the American, New York State, and Monroe County bar associations
- Received numerous awards for her commitment to pro bono service; in 2003, she received the William E. McKnight Award from the Monroe County Bar Association; in 2005, she received the Legal Aid Society of New York City Pro Bono Award
- A recipient of Nixon Peabody’s Rodman Peabody Pro Bono Award, winning in 2005, 2006, 2007, 2008 and 2011 to 2015
- Selected by peers for inclusion in The Best Lawyers in America© 2019 in the field of Nonprofit/Charities Law and has been listed in Best Lawyers since 2017
- J.D. degree, summa cum laude, Syracuse University School of Law; M.P.A. degree, Maxwell School of Public Administration; B.A. degree in economics, St. John Fisher College
- Can be contacted at 585-263-1164 or [email protected]
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