Executive Director's Column: On the Role of Law

Robert A. Wynbrandt

Robert A. Wynbrandt, Executive Director & General Counsel
Avidan J. Stern, Associate General Counsel

STS News, Spring 2017 -- With this edition of STS News, we return to our continuing series of guest columns from other members of the Society’s management team discussing their respective areas of (apropos of this installment) jurisdiction. This time, Avi Stern, who joined the Society in January 2016 as its new Associate General Counsel, provides an overview of the role played by the STS legal team in both facilitating day-to-day operations and implementing STS strategic initiatives. Before joining the Society, Avi was a partner in the Chicago-based law firm of Jenner & Block, after which he established his own boutique law firm at which he worked for 8 years.


We have been hearing a lot lately about “the rule of law.” The United States is a country founded upon the principle that it is a democracy governed by “the rule of law,” as those of us raised here were taught in social studies classes since childhood. At its most basic level, the rule of law covers everything from how we govern ourselves to how we interact socially and in business. At STS, we have a keen awareness of both the rule of law and the role of law because virtually every function performed by the Society has some legal facet.

When it comes to the day-to-day operations of the Society, the legal team provides assistance to every STS department on a regular, ongoing basis. This is due largely to the numerous contracts necessary to advance our mission; STS members may not think about it, but practically every member service, program, meeting, publication, and STS National Database function involves one or more contracts somewhere in the process. Separately, many aspects of STS operations require the consideration of legal implications, ranging from compliance with STS Bylaws to the organization’s statutory corporate and tax obligations. This breadth of legal activity is illustrated by a sampling of the legal work performed by the team in 2016:

  • Finance & Administration: engaging a CPA firm for the annual audit, addressing STS lease amendment matters, and handling STS employment issues
  • Education & Member Services: preparing documentation regarding the Society’s relationships with faculty for the Annual Meeting and STS standalone educational programs, arranging joint providerships in order to issue CME credit for third-party organizations, and drafting third-party endorsement and co-sponsorship contracts
  • Quality: drafting and negotiating all of the contracts that pertain to the STS National Database, including those with participants, software vendors, auditors, and the data warehouse and analytics center, as well as addressing subpoenas relating to STS National Database information and negotiating agreements involving the STS/ACC TVT Registry
  • STS Research Center: drafting and negotiating data licensing agreements, preparing research grant applications and related submissions and agreements for the federal government and private entities, and developing the legal architecture of the PUF Research program
  • Marketing & Communications: entering into publishing and videotaping contracts for the Annual Meeting, preparing for media interviews, and licensing STS intellectual property
  • Meetings & Conventions: negotiating convention center, hotel, security, temporary employment, social venue, and other contracts required for the Annual Meeting and all of the other meetings and programs presented by the Society and its affiliated organizations
  • Government Relations: drafting agreements for the retention of health policy consultants, addressing STS-PAC operations for purposes of compliance with federal law, addressing employment, real estate, and other issues pertaining to the Society’s maintenance of a Washington office
  • Information Services: drafting and negotiating software license and consulting agreements
  • Executive Office: preparing a wide range of corporate documents, including various meeting agendas and minutes and the Illinois Annual Report required for maintenance of the Society’s not-for-profit corporate status, drafting STS Bylaws amendments and policy documents, managing the legal aspects of STS Standards and Ethics Committee activity (esp. disciplinary proceedings), and addressing legal issues related to the publication of The Annals of Thoracic Surgery.

The team also "papered over" the Society’s acquisition of the annual CVT Critical Care Conference and began negotiating contracts for an educational program in Cartageña, Colombia.

Beyond the ordinary course of STS operations, the legal team also has played an important role in implementing the Society’s strategic initiatives. For example, in 2016, the legal team guided STS through the procedures required in order to merge with The Joint Council on Thoracic Surgery Education, assisted with contract negotiations for a new online Learning Management System, and helped engage the services of consultants and contributors to migrate existing electronic textbooks and create a new one. The team also ”papered over” the Society’s acquisition of the annual CVT Critical Care Conference and began negotiating contracts for an educational program in Cartageña, Colombia.

The list of ongoing special projects with which the STS legal team is involved is too long to include here. Indeed, given the pervasiveness of legal issues at STS and the constant evolution of the law, the work of the STS legal team will remain active and challenging as the Society continues to expand its reach and fulfill its mission of enhancing the ability of cardiothoracic surgeons to provide the highest quality patient care through education, research, and advocacy.