We have worked diligently for nearly 150 years to provide exceptional client service, and as one of the few firms representing a broad array of industry participants, we have resources nationwide supporting our efforts. Firm-wide collaboration allows us to provide insightful, targeted advice on every possible business and legal issue while maintaining intimate knowledge of our clients’ unique needs.
A brief list of our services includes:
Health Care Matters and Academic Hospitals
Our interdisciplinary health care practice focuses on all aspects of internal and external relationships affecting universities that operate programs of medical education and biomedical research in conjunction with both related and unrelated teaching hospitals.
Corporate Structure and Governance
Ropes & Gray attorneys have tremendous experience advising academic medical centers, research institutions and universities in the corporate governance structures and relationships unique to these organizations. Our work in this area includes structuring governing body and governance relationships that will function appropriately for the particular organization; establishing the purposes of the organization; drafting the key organizational documents and policies; addressing governance issues such as the selection and removal of trustees, the size of the board, the selection and duties of the officers, the delegation of authority, and committee-related issues, including committee composition and committee charges; internal audit matters; conflict of interest policies; and how to respond to the new corporate governance standards brought about in the United States by the Sarbanes-Oxley Act.
Ropes & Gray has one of the leading research and technology transfer practices in the United States. We regularly provides advice and legal services to research institutions on all aspects of technology transfer, including exclusive and nonexclusive licensing, biological material transfer, clinical trials, data management, and inter-institutional arrangements. We have assisted our clients in structuring complex transactions with a number of established and emerging companies, as well as, creating translational research organizations and related funding vehicles. We counsel clients on a full range of legal and business issues, including tax, securities, Bayh-Dole and other advice concerning ways in which the research/technology transfer enterprise can be conducted, financed, leveraged, or spun off. Because of our experience representing both research institutions and companies, we understand the interests of all parties to a transaction and can facilitate creative solutions.
Sponsored and Collaborative Research Arrangements
Ropes & Gray represents research institutes and university clients in a broad range of collaborative and sponsored research activities. Our representation ranges from supporting internal programs to acting as special counsel in connection with major collaborative relationships.
Policies Related to Technology Transfer and Sponsored Research
We provide ongoing assistance to our clients in creating and maintaining the infrastructure for their technology transfer practice, including preparation and review of intellectual property policies and form agreements for implementing these policies in a consistent and cost-effective manner. These policies address such subjects as technology transfer, intellectual property, equity, royalty sharing, privacy and conflict of interest. As in other areas, our clients look to us to help them understand and adapt to the changing legal and regulatory environment.
Academic and research institutions operate on the cutting edge of science and technology. Ropes & Gray helps protect these institutions’ innovations by preparing and prosecuting patent applications across diverse disciplines, from medical devices, pharmaceuticals, and biotech to bioinformatics, polymers, and software. Our staff of highly trained and experienced scientists and engineers work seamlessly with inventors to obtain cost-effective and high-quality patent assets that support licensing and commercialization efforts.
Drawing on our specialized knowledge of tax-exempt bond markets, we serve as borrower, underwriter, and bond counsel to several of the nation’s leading universities on simple fixed-rate borrowings for new projects, complex refundings with derivative products, and post-closing compliance efforts.
A wide variety of tax issues affect academic and research institutions, including the unrelated business income tax, joint ventures with taxable and tax-exempt organizations, IRS audits, and state and federal information and tax returns. We advise on these issues as well as scholarship and fellowship payments, lobbying and political activities, and faculty and staff housing programs.
Our attorneys advise clients on employee benefits, plan administration, compliance, U.S. Department of Labor and IRS audits and investigations, litigation, and changes or proposed changes in the law.
We help private and public universities, academic hospitals and research institutions ensure compliance with general and industry-specific regulatory requirements, ranging from fiduciary and governance concerns to financial reporting and the use of human subjects for scientific and medical research.
We assist many colleges, universities and research institutions in negotiating employment agreements for their presidents and other key employees, structuring deferred compensation arrangements, developing procedures to comply with the IRS “intermediate sanctions” rules, and drafting compensation disclosure on the IRS Form 990.
Labor & Employment Matters
We provide full-spectrum guidance on all labor and employment matters, including faculty and staff collective bargaining, union organizing, employee discipline, discrimination, immigration, record retention and privacy, and affirmative action compliance.
We advise on all aspects of charitable giving and development, including gifts of property, planned giving, income and estate tax consequences, and the administration of charitable trusts and support organizations.
We advise extensively on investment vehicles and direct investment programs. Our broadly diversified investment management practice provides clients seeking advice on fund investments with in-depth knowledge of the industry and virtually all major funds, and intimate knowledge of “market” terms, resulting in cost savings and influence in the negotiation process.