Organizations and Transactions Clinic students Courtney Sladic (JD ’17) and Frank Pensabene (JD ’18) represented Children’s Cancer Association in the Autumn 2017 quarter. Under the supervision of clinic director Jay Mitchell, Courtney and Frank worked with board members and the CEO and COO on CCA’s corporate governance arrangements. Below they reflect on this experience.

This past autumn, we had the opportunity to work with Children’s Cancer Association (CCA), an Oregon-based children’s healthcare nonprofit whose programs leverage music, friendship, play, and other resources to support seriously ill children, teens, and their families. We carried out a comprehensive corporate governance review for the organization. The project involved a variety of activities and regular interaction with the client, as we describe here:

• Project Launch. Our project began in late September with a review of a large set of documents sent to us by the client. These materials, along with general background research we conducted on CCA’s mission, program initiatives, and finances, helped us to generate a set of questions and talking points for a kickoff call in early October with CCA’s senior leadership team. During the call, we discussed a range of issues, including both narrow questions about specific provisions in their current documents to broad questions about board operations and general expectations for the project.
• Advice and Document Development. Following the call, we developed our advice and prepared new documents for the client.  Because CCA is incorporated in Oregon, we had to ensure that the documents we generated—which were largely based on California-oriented O&T clinic precedent documents—reflected Oregon law (a process we affectionately referred to as “Oregon-izing”).  Beyond the law, we also tried to ensure that the documents were simple, consistent, and reflective of the client’s instructions, goals, practices, and culture.
• Deliverable. One month and many rounds of edits later, we sent our 21-page report and a set of 17 documents, including, bylaws, board committee charters, policies, and practical tools, to the client. That deliverable generated a set of written comments and questions from CCA, which we addressed in a call with the CEO and COO. We then revised several documents and prepared some new ones, and sent them to the client.
• Meeting in Portland. Then, on November 29th, the two of us, along with Jay, caught an early morning flight to Portland so that we could present our recommendations to CCA. Our day in Portland began with a tour of the Nike World Headquarters and Company Store, which came about because of CCA’s strong partnership with Nike. (CCA and O&T were originally connected up because Hilary Krane, the general counsel of Nike, contacted Jay; they are former colleagues.) Following the tour, we went to CCA’s offices in downtown Portland for lunch with the CEO and key leadership members prior to our presentation to key Board members, the senior management team, and Ms. Krane. In our presentation, we walked through our advice and documents, and fielded questions from the group. We then headed back to the airport and home to Stanford.

This engagement certainly helped us learn a great deal about corporate governance, which will be extremely useful as we embark on our careers as corporate attorneys. Moreover, we truly enjoyed meeting with such a passionate client and seeing their operations in-person. Throughout the entire engagement, we were deeply impressed by the client’s seriousness of purpose, commitment to their work, responsiveness, openness to our advice, and graciousness. It was a tremendously rewarding experience to see that our work was going toward helping such a wonderful organization that consistently goes over and beyond to help those in need. The project as a whole was one of the best experiences of our law school careers, and we are deeply grateful to have had the opportunity to represent CCA.