Nonprofit corporations, Boards of Directors, C-suite executives, Family Offices and in house counsel turn to Hillary Zilz as a legal advisor to navigate day-to-day organizational, management and governance matters and thwart operational, regulatory and reputational crises.
Hillary’s experience as a litigator, corporate attorney, in-house general counsel and mediator combines skills, experience and perspective to “connect the dots,” resulting in practical and rational strategies. Her nuanced advice to charitable and noncharitable entities balances internal and market business factors, personality and relational dynamics, and clients’ long-term missions. Clients describe her as “a rare hybrid of smart, rational thinking and compassion.” Her counsel covers all critical areas, including:
- Corporate formations and business structuring
- Operating Agreements and By-Laws
- Form 1023 applications/501(c)(3)
- Corporate governance policies
- Charitable solicitations
- Executive compensation
- Tax exemptions and protection of tax-exempt status
- Internal investigations and audits
- Sexual harassment and discrimination (Titles VII and IX)
- Commercial agreements including licensing agreements
- Intellectual property protections and trademark applications
- Labor and employment
- Regulatory compliance
Clients seek her guidance in matters ranging from conflicts of interest and related party transactions to workforce matters, drafting agreements and policies and counsel on high-risk, sensitive situations.
In addition to drafting operating agreements, Hillary counsels commercial clients on the typical missteps that land partners in court seeking a business divorce and crafts agreements tailored to the specifics of each client’s business needs and dynamics to help prevent that result.
When acting as outside counsel to in house legal departments, Hillary provides a sounding board for in-house general counsel of large, not-for-profit entities, particularly when mismanagement, governance issues or interpersonal conflicts threaten to rupture organizations. She also adds litigation depth to teams faced with claims of breach of contract, and other lawsuits. She has significant training and experience in negotiation, mediation and conflict resolution.
Hillary also serves as outside general counsel for small-to-medium sized nonprofit and commercial corporations, and advises executives on workforce and severance agreements.
Hillary’s representative clients include not-for-profit enterprises focused on housing, social services, arts, and education, as well as entrepreneurs, family offices and foundations.
Among her portfolio of clients are a $100 million nonprofit, a small arts foundation, a graduate art school, an international software technology company, a cannabis company, and chief executives and boards of directors of not-for-profit organizations.
Hillary is an alumna of Harvard Law School and McGill University. She is a member of the New York State Bar Association’s Not-for-Profit Corporations Law Committee and serves as chair of the National Council of Jewish Women, New York Section of the New York State Policy Advocacy Committee. She also serves on the board of directors of a nonprofit theatre company. Hillary extended her mediation skills as co-leader of a conflict resolution program for female inmates on Rikers Island. She is certified as a Transformative Mediator by the Institute for the Study of Conflict Resolution (Spring 2022).
Think Like a Mediator’ Conflict Resolution Program at Rikers Island; Mediate; November 2017; Article Link
General Counsel Services
- Advise on general business day-to-day legal issues
- Provide guidance on employment and human resources matters
- Counsel on gig economy matters
- Draft, review, and negotiate contracts, including:
- License agreements
- Trademark registrations
- Non-compete, trade secret, non-disclosure, and non-solicitation agreements
- Other commercial contracts
- Employment and severance agreements
- Consulting agreements
Corporate Governance and Investigations Services
- Participate in board meetings and drafting minutes
- Prepare corporate governance documents for nonprofits
- Develop conflict of interest policies
- Craft whistleblower policies
- Counsel boards of directors
- Provide guidance on audit and compensation matters and Form 990s
- Conduct internal investigations and defend external investigations
- Advise on sexual harassment matters, including policies and investigations
- Form corporate entities and prepare operating agreements
- Form nonprofits and prepare Form 1023 to obtain tax-exempt status under 501(c)(3) guidelines
- Frame issues for LLC members to consider when forming business relationships
- Provide ongoing reassessment of business relationships and legal structures as businesses evolve
- Selected to the New York Metro Super Lawyers® list for Business/Corporate, 2021 - 2022
- Selected to the New York Metro Super Lawyers® list for Nonprofit Organizations, 2021 - 2022
- Selected to the New York Metro Super Lawyers® list for Alternative Dispute Resolution, 2021 - 2022
- Board Member of New Light Theater Project
- Committee on Alternative Dispute Resolution for New York City Bar Association
- NCJW (National Council of Jewish Women) New York State Policy Advocate Chair
- Non Profit Committee of New York State Bar Association
“Hillary advised me in connection with my role as Board Chair for one of New York City’s largest non-profits, RiseBoro Community Partnership. She was most helpful in two critical situations: the management of a sensitive senior executive personnel matter and the disposition of a significant corporate asset. Hillary’s counsel was creative, insightful, and practical.”
— John Shuck, Managing Director, Swan Advisors
“Hillary advised me on one of the most impactful decisions I had to make as CEO of Citus Health. Throughout this period, it was evident that Hillary had my company's best interest in mind above her own, and her counsel was level-headed and carefully considered from the start.”
— Melissa Kozak, Founder and CEO Citus Health
"Hillary and her team gave me and my experience a voice and a seat at a table when there was no such invitation offered. I am appreciative of her keen mind and unwavering supportive nature."
— Designer and manufacturer of sustainable apparel
“I serve my clients as a trusted counselor who helps with all aspects of their business and understands that legal solutions must be crafted to fit each organization’s unique goals and needs. That is exactly what I strive to bring to each of my clients and representations.”