Nonprofit Organizations In-House Counsel Externship: Compliance, Transactions, and Risk Management

Course Description and Objectives

The Nonprofit Organizations In-House Counsel Externship: Compliance, Transactions, and Risk Management combines fieldwork at a New York City-based nonprofit with a weekly seminar held at NYU to give students practical training and experience in the roles, skills, and functions of an in-house lawyer for a nonprofit organization. Students will gain real lawyering experience with an in-house counsel’s role by working closely with counsel at their placements.  This work may include assisting with contract drafting, review, and negotiation; legal research projects for laws relevant to the nonprofit’s operations and programs; and assisting with developing training and other educational materials for the nonprofit’s staff.

This is a new program launching in the 2025 Fall semester. The professors are Terence Dougherty, Deputy Executive Director for Operations and General Counsel of the ACLU, and Margaret Rohlfing, Co-Chief Corporate Counsel of the ACLU. They look forward to working with the NYU Law clinical program and our inaugural class of nonprofit counsel.   

Through the seminar component and this fieldwork, students will build skills in core practical components of this work, including:

• Understanding some of the legal key legal regimes applicable to nonprofit in-house counsel units;
• Issue spotting in complex and quickly developing scenarios;
• Assessing risks and triaging issues to use resources effectively and balance potential legal liabilities with other benefits, such as program flexibility and program strategic goals;
• Identifying the decision maker at the organization for a matter, who should be consulted and who should be informed;
• Working with internal clients to provide legal advice, including navigating different priorities, competing objectives;  
• Understanding and addressing positionality, including cross-cultural and institutional racism, when providing legal counsel to a nonprofit organization; and
• Building beyond identifying risks to thinking about operationalizing and/or improving systems and processes within an organization. 

Fieldwork

Students will be placed in teams of two at four different nonprofit organizations, with variety as to size of the organization and type of nonprofit, for 12-14 hours of work per week.  Nonprofit organizations include:

• American Civil Liberties Union (national office): The ACLU is an over 100-year-old organization devoted to defending and expanding civil rights and liberties under the U.S. constitution and federal, state, and local laws. It has a National office in New York City, and affiliates active in all 50 states, Washington D.C., and Puerto Rico. The ACLU is involved in civil rights and civil liberties litigation as well as advocacy, public education, and electoral work.
• Robin Hood Foundation: Robin Hood Foundation is New York City’s largest organization dedicated to fighting poverty. Robin Hood Robin Hood seeks to elevate New Yorkers out of poverty by funding, supporting, and connecting high-impact community organizations, partnering with local and state government, and engaging in advocacy on these issues.
• Vera Institute of Justice: Vera Institute’s mission is to end the overcriminalization and mass incarceration of people of color, immigrants, and people experiencing poverty.  Vera Institute pilots and incubates programs developed with community members, local organizations, and governments in issues such as providing incarcerated people access to higher education and then scales programs for communities nationwide.  
• And likely an arts nonprofit and/or a higher education institution.

The nonprofit sector is an incredibly diverse industry with a variety of missions, programs, and unique legal risks. Students will be placed in a wide range of nonprofit organizations—direct charitable services and grantmaking organizations, advocacy organizations, arts organizations, and educational institutions—in order to expose all students participating in the course to a wide variety of experiences through the seminar discussions.

Students should feel free to indicate in their applications whether they have special preferences about their field placement organizations, but no particular match can be guaranteed ahead of enrollment—in part as we learn the needs and capacities of the in-house counsel units at these organizations. In other words, students applying for this course should be open to working at any of the organizations named above.

Seminar

In the weekly seminar, students will have an opportunity to discuss their recent fieldwork and present and engage with their fellow students and the instructors on a set topic or issue area relevant to nonprofit in-house counsel practice. Students will prepare for these sessions through assigned readings and possibly write-ups regarding their fieldwork. Seminar presentations and discussions will include issue spotting and discussing as a group how students would approach a legal issue and operationalize a response to that issue through a lens of risk assessment and legal management.  

Seminar topics may include: the role of in-house counsel and framing legal analysis; contextual considerations in making risk assessments at nonprofit organizations; impacts of federal tax law requirements and classifications across all functions; core principles in contracting for nonprofit organizations; nonprofit corporate law and governance and managing multi-entity relationships; assessing and thinking about program and operational impacts of additional regulatory regimes like political law, charitable solicitation and fundraising law, data privacy laws, unrelated business income and private benefit analyses; and developing practices and programs for broader topics such as intellectual property, volunteer management programs, and grantmaking.

A once-a-week check-in with at least one instructor will be available to students and may be required by the instructor to address any questions arising from fieldwork.

The principal assignments for the seminar will be preparing one or more analyses of specific fact patterns and presenting an approach to risk assessment and preparing and conveying legal advice. Students also will prepare initial and concluding short self-assessments related to their fieldwork.

Learning Outcomes

Learning outcomes will include the development of skill in:

• managing the demands, constraints, and methods of thinking as a lawyer in a particular in-house counsel role;
• planning for the provision of legal advice, conveying that advice and supporting decision-making;
• making risk assessments in the context of a particular nonprofit organization;
• conducting effective legal research, factual investigation, and contract drafting as a legal writing skill;
• providing advice in evolving and fast-paced settings; and
• operating with cross-cultural competency and understanding institutional racism and its impacts when providing legal counsel within the organization.

Application Procedure

Interested students should submit an application, resume, and grade transcript through CAMS. Students may indicate in their application whether they have any preliminary interests or preferences with respect to types of organizations for their fieldwork, but applicants are also not required to have a preference. Prior experience working on or studying nonprofit corporate or tax exemption law is not required for the course but may prove helpful.

Student Contacts

This is a new course, so there are no student contacts.

* 5 credits include 3 clinical credits and 2 academic seminar credits.