Independent Ethics Audit Report

February 19, 2020

Today, Pillsbury Winthrop Shaw Pittman, LLP, the law firm RWA hired to conduct the independent ethics audit, delivered its report.  As promised, RWA is sharing the full report with its membership.  Please find the executive summary below, as well as a link to download the entire report.  The incoming Board of Directors will be provided with the full report and appendix, and staff looks forward to working with them as they determine how to move forward.  The report is unedited and the only redaction is contained in the appendix, where one image of minors has been blurred for privacy reasons.


Pillsbury Winthrop Shaw Pittman LLP conducted an independent ethics audit of the Romance Writers of America (“RWA”), with a focus on RWA’s handling of two ethics complaints that were filed against then-member Courtney Milan.1 Pillsbury reviewed extensive documentation in connection with the audit and conducted interviews with and obtained written statements from participants. Pillsbury’s findings are set out in detail in this report. The key conclusions of the audit include:

  • RWA members do not have a commonly shared understanding of the provisions and reach of the member Code of Ethics, nor did those charged with investigating or enforcing allegations of Code violations.
  • RWA’s Code provisions and ethics complaint procedures have been frequently modified by RWA’s Board in ad hoc fashion without legal review, resulting in ambiguous and inconsistent provisions and variable approaches to addressing ethics complaints.
  • The Ethics Committee recommendation of a finding against Ms. Milan was based on its interpretations of concepts that are undefined in RWA’s policies, and the Ethics Committee’s report to the Board did not adequately explain the rationale for its recommendation or the evidence supporting that recommendation.
  • The RWA Board was not provided the evidence against Ms. Milan or her responses to the ethics complaints against her. The Board failed to treat the Ethics Committee as an advisory committee and, contrary to RWA policies, in effect delegated its fact-finding authority to the Ethics Committee. The Board voted to find Ms. Milan in violation of the Code despite the expressed concerns of Board members that the Board lacked a sufficient understanding of the rationale for the Committee’s recommendation or the evidentiary foundation for that recommendation.
  • The evidence Pillsbury reviewed does not suggest that the adverse finding against Ms. Milan was motivated by animus or bias against her. Rather, the outcome here resulted from deficiencies in RWA’s policies and procedures, a failure to seek legal counsel when needed, and inadequate understanding by Board members of their role and obligations under RWA’s governance structure.

Consistent with Pillsbury’s charge, the report concludes with specific recommendations and options for modifications to RWA’s member Code of Ethics and enforcement procedures.

1 This report will refer to all individuals by the names they use in connection with RWA; many RWA members are authors who go by their pen names.

Please find a link to the full report and related documents here.