Hillary S. Zilz joined the firm of counsel in 2008. Ms. Zilz focuses on transactional and corporate counseling, and also represents clients in negotiating and drafting agreements in a wide variety of commercial contexts. She regularly counsels business and not-for-profit corporations (both charitable and non-charitable) on operational matters, governance issues and governmental matters. Ms. Zilz has also represented clients in connection with defamation law and trademark applications. In addition to her years in private practice, Ms. Zilz has served as General Counsel to an importer and manufacturer in the beverage industry and to a start-up franchisor in the restaurant industry. She is also a certified mediator.
HER COMMERCIAL REPRESENTATIONS HAVE INCLUDED:
- Negotiating and drafting agreements in a variety of commercial contexts including licensing agreements, employment agreements and consulting agreements;
- Establishing companies and drafting operating agreements in a variety of contexts including in the fields of education, finance, and entertainment for single and multi-purpose entities;
- Advising businesses and individuals in connection with business disputes and restructuring;
- Preparing franchise offering circulars in the restaurant and ground transportation industry;
- Preparing applications to register trademarks for business and not-for-profit companies;
- Advising clients in the ground transportation industry in connection with the status of its drivers as independent contractors;
- Successfully defending corporate executives against defamation claims in groundbreaking case under the fair reporting privilege;
- Advising defendants in connection with employment discrimination disputes and investigations by state agencies.
HER NOT-FOR-PROFIT REPRESENTATIONS HAVE INCLUDED:
- Governance structuring of charitable corporation subject to governmental oversight by the Mayor’s Office of Contract Services and various state agencies;
- Advising large and small charitable and non-charitable corporations on executive compensation, fiduciary duties and director independence issues;
- Drafting charter and by-law provisions;
- Drafting policies related to governance and various activities that could threaten not-for-profit status including political activities;
- Drafting fiscal sponsorship program for charitable corporation;
- Regularly counseling Board of Directors and its committees on governance matters including audit and compensation matters and Form 990s;
- Advising large and small charitable corporations on a variety of contract compliance matters.
HER GOVERNMENTAL INVESTIGATIONS HAVE INCLUDED:
- Advising a large upstate medical practice in connection with a US Attorney’s Office investigation of health-care fraud perpetrated by a former shareholder;
- Successfully advising Board of Directors of large charitable corporation under investigation by state and city agencies;
- Representing individual witnesses in connection with governmental investigations.
Ms. Zilz is an active member of the Association of the Bar of the City of New York, where she is a current member of the Committee on Alternative Dispute Resolution. Ms. Zilz was trained in mediation by the Center for Understanding in Conflict and regularly mediates civil-court matters through the New York Center for Interpersonal Development, where she is a certified mediator.
Ms. Zilz received her B. A. from McGill University with First Class Honours, her M.A. from McGill University in International Relations (Top Recipient of FCAR Grant), and her J.D. from Harvard Law School, cum laude. Before joining the firm, Ms. Zilz served as General Counsel for Quaker Equities Ltd. and HOV Group, Inc. She has also practiced law, as a litigator, with Cravath, Swaine & Moore and Gibson Dunn in New York.