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TITLE: Corporate secretary and general counsel AGE: “Older than I care to admit. Over 40.” THE ORGANIZATION: Jessye Norman, Itzhak Perlman, Leonard Bernstein and Yo-Yo Ma are just a few of the legends who have performed before audiences at Lincoln Center, on Manhattan’s Upper West Side. The nonprofit Lincoln Center for the Performing Arts Inc., now in its 41st year of operation, offers concerts, arts festivals (such as Mostly Mozart and Great Performances), ballets and arts education programs. Its permanent tenants include the Metropolitan Opera, the New York Philharmonic and the Juilliard School. In 1999, 5 million people visited Lincoln Center, and the corporation reported $65 million in revenues. ROUTE TO THE TOP: Finkelstein entered Vassar in 1963 and fell “madly in love” with the law. She graduated from Columbia Law School in 1973 and clerked for two years before taking a job as a litigation associate specializing in antitrust, commercial and media law at New York’s Cravath, Swaine & Moore. In 1982, she became Lincoln Center’s general counsel, making her one of the longest-tenured female GCs in the country. “I’ve seen how the organization has evolved. I know what the concerns are … I certainly have knowledge of the not-for-profit law and the tax code as it relates to the organization.” THE DEPARTMENT: With the help of an assistant, Finkelstein runs a one-lawyer office that must look after basic legal issues surrounding the 16-acre Lincoln Center site encompassing 14 performance halls, its 500 employees; intellectual property licensing and taxes. A key to keeping the workload down, she says, is using well-written contracts to prevent conflicts down the road. Much of her time early on was spent drawing up form agreements to cover all aspects of the corporation’s affairs. Where once maintenance suppliers provided their own purchase orders, Lincoln Center now has its own set of form contracts. An example of the nuts-and-bolts legal work she does involved the recent donation of a clock in a small park across the street from Lincoln Center Plaza. “In the last year, we did the contracts for the donation of the clock and the ongoing support of the clock, a contract with the city to place the clock, the contract with the architect to design the clock.” She oversees outside counsel on such projects, remaining very involved. The negotiation of star contracts is left to the business side, although Finkelstein is consulted and does review agreements. Foreign performers, such as ballet companies and orchestras from around the world that perform at Lincoln Center, present their own challenges, especially if they don’t hail from common-law countries. Finkelstein must negotiate terms of indemnification, choice of law, jurisdiction of the courts and arbitration. She sees solid contracts as a hedge against litigation. “[I]t’s very clear to people up front what their obligations are and what our obligations are,” she says. PRINCIPAL OUTSIDE COUNSEL: In New York, Milbank, Tweed, Hadley & McCloy (nonprofit issues); Proskauer Rose (labor and employment); LeBoeuf, Lamb, Greene & MacRae (real estate); and Baker & Botts (trademark and copyright), among many others. RECENT LITIGATION: Local 100 of the Hotel & Restaurant Workers Union, in an effort to organize a Lincoln Center concessionaire, sought an affirmative injunction to leaflet on Lincoln Center Plaza. “We had a meeting, and it seemed very clear it was more a First Amendment issue than a labor issue,” Finkelstein said. She worked with outside counsel in drawing up a response. In March, a judge in the Southern District of New York ruled against the union. SECURITY SUIT: In 1990, promoters contracted with Lincoln Center to present an evening of Indian music at Avery Fischer Hall. Initially, Ms. Finkelstein says, the center suggested that the promoters use a certain number of security guards, provided by Lincoln Center, but they opted for fewer. The show started earlier than the scheduled time, many patrons sat in the wrong seats and some tried to pass their tickets to people outside the hall, she says. Despite the security headaches this presented, the show�which turned out to be a pop concert, not the classical concert Lincoln Center had expected�went on. The promoters later sued for negligence and breach of contract, alleging that it had provided inadequate security and has refused to allow the show’s producers to provide their own security. Ms. Finkelstein sat in on the interviews and the case’s only deposition, and she worked with outside counsel from Stecher Jaglom & Prutzman on litigation strategy. The case settled for undisclosed terms. Ms. Finkelstein emphasizes that such suits are uncommon for Lincoln Center. CLEARING RIGHTS: Lincoln Center’s production department clears copyrights for performances but turns to Finkelstein for advice. For example, Live From Lincoln Center began as a series of one-shot broadcasts for public TV whose rights were cleared when each show was produced. When the series was repackaged for home video, Finkelstein and the production department had to re-clear all the rights. Often, theatrical films, such as this spring’s Center Stage, use Lincoln Center as a location. “Those [deals] tend to be heavily negotiated” because of the money involved. NONPROFIT WORK: Finkelstein spends much time reading newsletters to keep up on regulatory and tax issues. Recently, Congress passed a law to define when corporate sponsorship crosses the line into advertising. “If you fit into one category, you were OK. If you fit into another, you had committed a crime.” The center must pay close attention to what sponsors get in return for their support in terms of publicity. If the center runs afoul of these rules, it must pay taxes like a for-profit company. JAZZ: In 1997, it was decided to make Jazz at Lincoln Center, with artistic director Wynton Marsalis, one of the permanent Lincoln Center tenants. Finkelstein drew up the agreement and discussed key issues with executives and outside counsel. The terms of the agreement include what space the group can use and restrictions on playing at other venues. Now, however, the agreement will have to be revised because the city has agreed to provide the company with a new theater on the site of the old New York Coliseum. AN OPERA BUFF: With access to just about any Lincoln Center show, Ms. Finkelstein has developed a love for opera. “I saw Dialogue of the Carmelites … and just found it incredibly moving.” But she has trouble leaving work behind. When she attends performances, “I’m kind of working. I’m looking to see if the carpet is frayed or there’s a screw loose on a seat-back plaque.” Mostly, though, she lets the insurers handle the slip-and-falls. “I mean, when we get a settlement, if I think it sounds rather high, I will question it.” LAST BOOK READ: “The Maiden and the Unicorn,” by Isolde Martyn.

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