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Advising Nonprofit Organizations 2017

Speaker(s): David G. Samuels, Elizabeth M. Guggenheimer, Jason R. Lilien, Michael J. Cooney, Pamela A. Mann, Pietrina Scaraglino, Stefanie H. Roth, Sunita Subramanian, Terence Dougherty
Recorded on: May. 17, 2017
PLI Program #: 185638

David G. Samuels rejoined Perlman & Perlman as a partner in 2021, having previously been at the firm from 2001 to 2006.  Mr. Samuels has, since 2007, been named annually as one of the Best Lawyers and Super Lawyers in the New York metropolitan area in the category of Non-Profit/Charities Law.  He was named by Best Lawyers as its New York City Non-Profit/Charities Law Lawyer of the Year for 2016 and again for 2018.

Mr. Samuels has extensive experience representing numerous public charities and private foundations, including social service agencies, grant-making foundations, mental health facilities, educational organizations, and religious institutions.  His clients include New York University, Council for Economic Education, Atran Foundation, Board of National Missions, Interborough Consultation Center, Littauer Foundation, Pencils of Promise, Jewish Joint Distribution Committee, Workers Circle, and the YWCA of the City of New York. 

Mr. Samuels is a recognized expert on a wide range of issues involving charitable organizations, including compensation, governance, fiduciary duty, self-dealing and conflict of interest, prudent investments, and endowments and restricted funds.  He represents targets of investigations and inquiries from government agencies (including the New York Attorney General).  He frequently deals with the Attorney General on regulatory matters, including sales, mergers, dissolutions, and cy pres applications.  He teaches the course on Charitable Organizations as an adjunct professor at New York Law School.  Mr. Samuels is former chair and a member of the Nonprofit Organizations Committee of the New York City Bar Association.  He has chaired and participated in numerous continuing legal education and accounting education programs on nonprofit issues.  Mr. Samuels is the lead editor and co-author of a treatise, Nonprofit Compensation, Benefits, and Employment Law, and has written extensively on nonprofit issues with numerous articles published in the New York Law Journal and elsewhere.  He is also an experienced civil and appellate litigator and employment lawyer.

Mr. Samuels received an A.B. degree (cum laude) from Harvard College in 1974, a J.D. degree from Harvard Law School in 1978, and an LL.M. from NYU School of Law in 1985.  Mr. Samuels was Deputy Chief of the New York AG’s Charities Bureau from 1987 to 1995.  He was previously a partner at Duval & Stachenfeld and at Butler, Fitzgerald & Potter. Mr. Samuels is admitted to practice in the state and federal courts in New York.

Jason Lilien serves as co-chair of the firm's Tax-Exempt Organizations Practice. He advises clients throughout the nonprofit sector on matters concerning corporate governance, compliance with state and federal nonprofit laws and regulations, internal investigations, regulatory enforcement actions, corporate transactions, nonprofit formation, charitable fundraising, and cause marketing.

A former Bureau Chief of the New York State Attorney General’s Charities Bureau, Mr. Lilien oversaw New York’s more than 100,000 nonprofit organizations and developed legislation and regulatory initiatives that serve as national models. As head of the largest state charities regulatory office in the country, Mr. Lilien was responsible for bringing nationally prominent enforcement actions. He also led efforts to resolve some of New York’s most high-profile and complex trust and estate matters, including the settlements of the hotly contested Huguette Clark and Brooke Astor estates, which collectively provided hundreds of millions of dollars to charities supporting education, the arts, and other causes.

Mr. Lilien was principal author of the Nonprofit Revitalization Act of 2013, which spearheaded the most comprehensive reform of New York’s nonprofit laws since they were enacted in the 1960s. In 2012, he drafted best practices for cause marketing that were adopted by some of the country’s most prominent charities and that have become a national model. Mr. Lilien also authored key provisions of the New York Prudent Management of Institutional Funds Act (NYPMIFA) — the New York version of the national Uniform Prudent Management of Institutional Funds Act (UPMIFA) — which governs how nonprofits can invest and utilize their endowments.

Mr. Lilien has worked on various initiatives that have furthered the development of corporate governance best practices. He has also been a national thought leader on these subjects, having written numerous articles and publications and having frequently appeared as a speaker at national conferences. He has served as a member of numerous boards, including on the board of directors of the National Association of State Charity Officials, and served as a commissioner on the National Association of Corporate Directors’ Blue Ribbon Commission on the Role of the Board in Corporate Strategy.

A lifelong New Yorker, Mr. Lilien was instrumental in the formation of the National September 11 Memorial and Museum, the not-for-profit entity established to finance, own, and operate the official Memorial and Museum at the World Trade Center site. He served, pro bono, as its counsel to the board, treasurer, and secretary from the entity’s inception in 2003 until he was chosen to head the Charities Bureau. Mr. Lilien was also actively involved in the establishment of the Lower Manhattan Development Corporation, the state-city agency charged with overseeing the rebuilding of Lower Manhattan, and served as pro bono counsel to the board.

Liz Guggenheimer became Executive Director of Lawyers Alliance in 2019, building on her twenty-plus year commitment to strengthening nonprofits through pro bono legal assistance.  During the past year, Liz and Lawyers Alliance have focused on legal help to nonprofits improving the lives of low-income New Yorkers and working for equity and justice during the pandemic.  In 2021, Lawyers Alliance expects to mobilize 2,000 volunteer attorneys to advise hundreds of nonprofits on corporate, real estate, tax, intellectual property and other timely issues.  Liz and the Lawyers Alliance staff also coordinate Exponentum®, a national network of fifteen business law pro bono providers serving different geographic regions around the United States.

Liz’s current legal practice focuses on corporate governance, fundraising law and regulation, legal ethics, and risk management.

Before joining Lawyers Alliance in 1999, Liz worked at the Charities Bureau of the New York State Attorney General's Office, where she oversaw major enforcement actions and managed regulatory reviews as Deputy Bureau Chief and Acting Bureau Chief.  She also was a litigator at Dewey Ballantine LLP.  She received a joint J.D./M.P.A. from New York University School of Law and Princeton University and an A.B. from Harvard University.

Mike Cooney counsels charitable and other nonprofit entities, providing the nonprofit corporate and tax-exempt context in which these organizations drive mission and margin. Mike helps optimize their ability to identify opportunities for enhanced fundraising and grant access, project management, governance and legal compliance. He also works with colleges/universities doing life sciences research and helps donors and entrepreneurs wanting to leverage PRIs to advance life science research. Mike directs NP’s higher education and exempt organizations teams.

Mike was selected by his peers for inclusion in The Best Lawyers in America© 2017 in the fields of Nonprofit/Charities Law and Tax Law, and named Non-Profit/Charities Law “Lawyer of the Year” in Washington, DC. He has been listed in Best Lawyers in America since 2007. He has also been recognized in Super Lawyers New York—Metro in Nonprofit, Schools & Education, and Health Care (2012). A Thomson Reuters publication, Super Lawyers evaluates lawyers based on a peer-review surveys and independent research.


University of Virginia, J.D., Managing Editor, Virginia Journal of International Law

Hamilton College, B.A., magna cum laude (Senior Fellow)


District of Columbia


New York

Pamela A. Mann is Chair of the Tax Exempt Organizations Group in the firm of Carter Ledyard & Milburn LLP, with a practice concentrated in the representation of tax-exempt organization.  She is counsel to numerous public charities and private foundations and advises clients in a wide range of governance, regulatory, tax, and general corporate matters.  From 1996 to December 2012, she was the principal in the Mann Legal Group, LLC, a boutique law practice serving tax-exempt organizations.  From 1985 to 1995, Ms. Mann was Chief of the Charities Bureau in the New York Attorney General’s office, directing scores of important cases and initiatives and influencing the adoption of significant legislative changes affecting tax exempt organizations.  Her diverse background includes clinical teaching at Rutgers University School of Law’s Constitutional Litigation Clinic and the litigation of employment discrimination and other employment related matters at the National Employment Law Project.

Ms. Mann has been recognized in New York Magazine’s Best Lawyers in New York and in Super-Lawyers Magazine in the category of lawyers specializing in Nonprofit/Charities Law.  Ms. Mann was Chair of the Committee on Nonprofit Organizations of the Association of the Bar of the City of New York from 1998-2001 and has served as President and Vice-President of the National Association of State Charities Officials.  She has written many articles for professional and lay publications and is a frequent lecturer on non-profit issues.  She is a graduate of Oberlin College and the University of Pittsburgh School of Law.  More information about the Tax Exempt Organizations practice at Carter Ledyard & Milburn is available at

Pietrina Scaraglino is Deputy General Counsel and Associate Secretary of New York University, where she assists in overseeing the Office of General Counsel’s staff of 15 attorneys.  The Office provides legal advice and counsel to the University’s colleges, portal campuses, global sites, and administrative departments on a wide variety of matters including corporate, international, non-profit, employment, real estate, litigation, and intellectual property.  Before returning to NYU in January 2015, Pietrina served as Vice President, General Counsel, and Secretary of the Institute of International Education, which is among the world’s largest and most experienced international exchange organizations, from 2011 through 2015.  Prior to that, she spent 16 years at NYU in its Office of General Counsel; when she left in 2011, she was the Director of the Office’s Global and Corporate Practices.  Pietrina also served as an Assistant Attorney General in the Charities Bureau of the New York State Attorney General’s Office and was a litigator in private practice.

Pietrina holds a J.D. from New York University School of Law and a B.A. in Journalism from New York University.  She is a member of the Government Relations Committee of the Nonprofit Coordinating Committee and the National Association of College and University Attorneys, where she serves on the Editorial Board of NACUANotes.  Pietrina also has written and lectured on issues involving non-profits.

Sunita Subramanian is Vice President, General Counsel and Administration at United Way of New York City, where she oversees all of the legal and administrative needs of the organization.  In her role as General Counsel, Sunita is responsible for providing strategic legal advice to the Board, senior management, and staff on all of the legal matters of the organization.  In her capacity as head of Administration, Sunita oversees all of the organization’s administrative matters, with a focus on streamlining organizational resources and implementing best business practices.

Prior to joining United Way of New York City Sunita was a Senior Staff Attorney at Lawyers Alliance for New York, advising nonprofit organizations on a variety of legal matters relevant to exempt organizations.  Prior to joining Lawyers Alliance, Sunita worked as a transactional attorney in the private sector specializing in mergers, acquisitions and securities offerings at Weil, Gotshal & Manges LLP and Bryan Cave LLP.  She has served as an adjunct professor at Seton Hall University Law School and routinely speaks and teaches lawyers and non-lawyers on a variety of corporate and nonprofit legal issues.

Ms. Roth specializes in the laws governing exempt organizations, including non-profit governance, development and fundraising, general corporate and financing transactions and collaborations and joint ventures with for-profit and non-profit entities. She advises nonprofits in a variety of fields, and has a particular expertise in the legal issues specific to museums and performing arts organizations, original visual and performance art commissions, licensing arrangements, as well as the issues confronting non-profit cultural institutions in financial distress.

Prior to joining Ewenstein & Roth, Ms. Roth served as General Counsel for the World Science Festival, a 501(c)(3) organization dedicated to engaging and inspiring the general public with science through the development of original multimedia programming.

Ms. Roth served as Associate General Counsel for the Solomon R. Guggenheim Foundation and Museum for six years. At the Guggenheim, Ms. Roth served as primary counsel to the Museum’s Curatorial, Development and Finance departments, where she structured and negotiated complex art acquisitions and commissions, sponsorship and other donor arrangements, joint ventures with for-profit and non-profit entities, investments and financings. She also served as principal legal advisor to the Board’s Art & Museum Committee (the museum’s art acquisitions and collection policy committee).

Ms. Roth started her career as an associate at Cleary, Gottlieb, Steen & Hamilton, and served as a law clerk to the Hon. John S. Martin, Jr., United States District Court, S.D.N.Y.

Ms. Roth graduated from Harvard College (AB 1989, magna cum laude, Phi Beta Kappa) and Harvard Law School (JD 1993), where she served as an editor of the Harvard Civil Rights-Civil Liberties Law Review and won the Ames Moot Court Competition.  She is a member of the Non-Profit Coordinating Committee of New York’s Government Relations Committee, the Board of Trustees of the Stephen Wise Free Synagogue (where she leads the Governance Committee), a former member of the Committee on Non-Profit Organizations of the Association of the Bar of the City of New York, a past faculty member of Legal Issues in Museum  Administration, organized by ALI-CLE, and a frequent speaker on non-profit legal issues at the New York City Bar Association, including its annual Non-Profit Institute.

Terence Dougherty is the Chief Operating Officer and General Counsel of the ACLU. In this capacity, he oversees the Finance, In-House Legal, Technology Product Development, Information Technology, Building Operations and Human Resources operations of the national ACLU. Prior to joining the ACLU in 2005, Terence practiced law at Patterson, Belknap, Webb & Tyler, where he represented numerous nonprofit organizations, including educational institutions, advocacy organizations, private foundations, museums and donor advised funds. Prior to that, he practiced law at Fried, Frank, Harris, Shriver & Jacobson. Dougherty has over a decade of experience working with nonprofit organizations on a wide range of issues, and he regularly lectures and gives trainings. Among his publications, Dougherty authored an article in 2013 on political advocacy by nonprofit organizations and a 2009 article on newspapers as tax-exempt entities. Dougherty is a graduate of Oberlin College, where he studied Victorian poetry and Viola da Gamba performance, and Columbia Law School, where he was a James Kent Scholar and a recipient of a Human Rights Internship Fellowship. During law school, he interned with Hon. Jack B. Weinstein of the U.S. District Court, Eastern District of New York, and with Hon. Cheryl Valandra of the Rosebud Sioux Tribal Court in South Dakota. In 2008, Dougherty was appointed as a Commissioner of the Women's Refugee Commission. Since 2005, he has served as a member of the board of directors of New York Live Arts (formerly, the Bill T. Jones/Arnie Zane Dance Company) and has sat on the Government Relations Committee of the Non-Profit Coordinating Committee. He is a former member of the boards of the Columbia University School of Law Alumni Association and the Ohio Public Interest Research Group. Dougherty is a native New Yorker.