Hillary S. Zilz

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 Non-Profit Organizations Committee of the New York City Bar, New York State Bar Association’s Not-for-Profit Corporations Law Committee and on the Economic Justice Committee of the National Council of Jewish Women. 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.