Sara Gross Methner

Representative Matters

Matters Unique to Higher Education

• Represented university in its management and resolution of Title IX litigation
• Represented university in its response to an adjunct faculty unionization campaign
• Assisted university athletics program with legal and regulatory matters related to its transition to Division I athletics, including negotiation of licensing, sponsorship, game day, and service agreements; intellectual property matters related to university branding; student-athlete risk management matters; name-image-likeness considerations; and Title IX compliance matters
• Developed a new faculty grievance policy and process with university faculty and administration and advised on implementation
• Advised on tax-exempt bond compliance related to the use of bond-financed buildings
• Advised on faculty and student collaboration with an internationally recognized band to provide online resources to educators and engage K-12 students worldwide in collaborative creative projects, including working with an aerospace company to conduct student-developed experiments in space
• Advised on compliance with federal regulations and guidance related to financial aid programs and assisted financial aid professionals in implementing changes to its program and policies
• Advised on the development and administration of emergency assistance programs for university students and employees and the distribution of COVID-19 federal emergency relief funds
• Advised on the development of charters and policies for advisory boards
• Advised on the development of a phased retirement program for faculty
• Represented university in the dissolution and divestiture of departments, centers, and programs
• Represented university in the development and negotiation of agreements to license campus facilities for use by third parties and exchange services between the parties
• Advised university regarding vendor agreements supporting domestic and international student marketing and recruitment

Matters Unique to Nonprofit Organizations

• Represented nonprofit organization in the drafting, negotiation, amendment, interpretation, and enforcement of gift instruments and grant agreements for seven- and eight-figure gifts and grants
• Represented nonprofit organization in connection with complex restricted gift matters, including proposed gifts of commercial real estate, operating businesses, other business interests, art collections, archival materials, naming gifts, and planned gifts
• Developed contract and gift instrument templates and negotiation guidelines for use by nonprofit clients and trained staff in using them to increase efficiency and reduce the need for legal assistance
• Worked with nonprofit board investment committee to enhance investment and endowment fund governance, including advising on investment policies
• Assisted nonprofit organization with the formation and dissolution of affiliated tax-exempt entities
• Advised nonprofit organization on compliance with regulatory restrictions on political activity

Corporate Governance

• Worked with public, private, and nonprofit governing boards and management to develop and implement customized corporate governance programs, policies, and templates to facilitate compliance with best-practice governance and board members’ fiduciary responsibilities
• Developed and assisted governing boards and management with the implementation of processes to ensure effective and efficient board functioning and engagement, including onboarding, training, evaluation, succession planning, and meeting planning
• Advised governing boards on the establishment of special committees
• Advised governing boards and committees related to material transactions, investigations, litigation, and strategic initiatives
• Advised governing boards and management regarding conflicts of interest
• Advised governing boards regarding executive agreements and compensation arrangements

Investigations

• Conducted internal investigation and managed litigation, insurance recovery, and response to regulatory investigation of multimillion-dollar securities fraud matter for financial services firm
• Represented religiously affiliated university in connection with independent and internal investigations and public communications related to matters involving sexual abuse allegations against clergy and others
• Conducted internal investigations and advised clients related to alleged employee misconduct and violations of legal and regulatory requirements

Corporate Transactions and Communications

• Advised public, private, and nonprofit organizations on internal and external communications and regulatory disclosure related to material risks, transactions, and developments involving potential reputational concerns
• Represented public, private, and nonprofit organizations in material corporate transactions including mergers, acquisitions, divestitures, asset purchases and sales, capital-raising transactions, tender offers, exchange offers, and a spin-off
• Advised public, private, and nonprofit organizations on and negotiated complex commercial transactions and agreements, including letters of intent, construction and development agreements, merger, acquisition, and asset purchase and sale agreements, investment agreements, licensing agreements, rights agreements, and agreements involving access to or transfer of client data
• Advised public and nonprofit organizations on legal considerations associated with marketing campaigns and communications

Policies and Compliance

• Assisted public, private, and nonprofit organizations with the development of compliance programs and a wide range of policies and procedures

Compensation and Benefits

• Advised public and nonprofit organizations on compliance with regulations governing executive compensation and assisted them to structure executive compensation packages
• Advised public company clients on equity compensation matters, including the development of equity incentive plans
• Assisted public and nonprofit organizations with the development and implementation of effective retirement plan governance structures
• Advised nonprofit organization on agreements with third-party benefits administrators
• Advised religiously affiliated organization regarding compliance with the Affordable Care Act

Recognitions and Honors

• University of St. Thomas Common Good Award, recognizing employees who foster cooperation, collaboration, and open communication
• Winning lyricist for the University of St. Thomas Fight Song competition
• YWCA St. Paul Board Service Award
• Listed as a Minnesota Rising Star by Law and Politics Magazine (now Super Lawyers owned by Thomson Reuters), 2005-2006
• Invited participant in Menttium 100, 2002-2003

Publications and Presentations

• “Navigating, Thriving and Leading Through All Seasons of Our Careers,” National Association of College and University Attorneys Annual Conference, June 28, 2023
• “2023 Race Discrimination Case Update – Takeaways from Recent Cases, Plus Potential Impact of SCOTUS College Admissions Cases,” Minnesota CLE, 2023 Upper Midwest Employment Law Institute, May 18-19, 2023
• “What Every Corporate Counsel Should Know About Nonprofit Corporate Governance,” Minnesota State Bar Association CLE, April 19, 2023
• “Navigating Challenging Professional Conversations,” Hennepin County Bar Association Institute for Leadership in the Legal Profession, March 15, 2023
• “Fiduciary Duties in Real Life,” Minnesota CLE, 2023 Nonprofit Law Conference, March 14, 2023
• “Playing Your Hand: Managing Restricted and Complex Gifts and Funds,” Minnesota Council on Nonprofits Finance and Sustainability Conference, March 31, 2022
• “Free Speech Policies on Campus: Best Practices and Common Pitfalls,” National Association of Independent Colleges and Universities Annual Meeting, February 8, 2021
• “Election Season Is Here, But Are Students and Employees? Political Activity During a Global Pandemic,” National Association of College and University Attorneys Webinar, September 23, 2020
• “A Reckoning on Race for Higher Education: Next Steps and Legal Considerations for Campuses,” National Association of College and University Attorneys Virtual Mini Workshop, September 16, 2020
• “Election Season Is Here!” National Association of College and University Attorneys Annual Conference, June 22, 2020
• “A Catholic University Approach to Campus Speech: Using Constitutional Academic Freedom to Hold the Tension of Free Speech, Inclusive Diversity, and University Identity,” 15 U. St. Thomas L.J. 358 (2018-2019)
• “Doing More with Less: Surviving and Thriving with Limited Law Office Resources,” National Association of College and University Attorneys Annual Conference, June 26, 2018
• “A Catholic Approach to Campus Speech,” University of St. Thomas Law Journal Symposium on Academic Freedom in Catholic Universities, November 17, 2017
• “Update on Organizing Campaigns – Adjuncts, Graduate Students, and Athletes Oh My!” National Association of College and University Attorneys Annual Conference, June 27, 2017
• “Hot Topics, Cool Talk: Will the Executive Orders on Immigration Hold Up in Court?” University of St. Thomas Murphy Institute, February 27, 2017
• “Spotlight on Graduate Students: Affordable Care Act, Intellectual Property, and Unionization,” National Association of College and University Attorneys Webinar, July 27, 2016
• “Unionizing in Higher Education,” National Association of College and University Business Officers Annual Conference, July 20, 2015
• “Adjuncts, Grad Students, and Student Athletes – Navigating Union Organizing and Collective Bargaining on Campus: Competitive, Cooperative, or Somewhere in Between?” National Association of College and University Attorneys Annual Conference, June 30, 2015
• “Cross-Border Cultural Considerations in International Business,” Minnesota State Bar Association Corporate Counsel Institute, February 12, 2015
• “Young v. United Parcel Service,” University of St. Thomas Murphy Institute, January 29, 2015
• “Unionizing in Higher Education,” National Association of College and University Attorneys General Counsel Institute, January 24, 2015
• “You Be the Judge! Predicting the Verdict in Real-Life Ethical Quandaries,” Dorsey Corporate Counsel Symposium, October 22, 2013
• “Implementing a Successful Engagement Strategy,” HR Leadership Summit, June 6, 2012
• ”Disclosure Challenges,” Bowne of Minnesota’s SEC Legal, Accounting and Enforcement Issues Update Conference, May 23, 2006
• “Best Practices in Corporate Minutes,” Dorsey U, June 16, 2005
• “Executive Comp Revolution: Congress, Accountants and Shareholders Have Their Say,” Dorsey Corporate Counsel Symposium, November 10, 2004
• “New Disclosure Regime,” All District Legal Advanced Course: Sarbanes-Oxley in 2003, February 5, 2003