Client Focus

Independent School Law
Independent Schools
Institutions of Higher Education
Professional Service Providers

Bar Admissions

  • District of Columbia
  • Ohio


  • J.D., Case Western Reserve University School of Law, 1985
  • B.A., University of Maryland, 1982


  • National Business Officers Association

    National Association of Independent Schools

    American Bar Association
T +1 202.344.8039
F +1 202.344.8300

Caryn G. Pass


As a partner with the nationwide law firm Venable LLP, Caryn Pass represents independent schools throughout the country. She advises educational institutions on a wide range of issues facing her clients in these ever-changing times. The foundation of her practice is the philosophy that effective legal counsel must be consistent with a school’s culture. She works collaboratively with her clients, actively joining their team to make certain she is intimately familiar with the school’s operations, mission and environment. As a practitioner to schools nationwide, Caryn brings a wide range of experience to the table. Extensive and daily interaction with independent schools provides her with the ability to track trends and patterns and understand the nuances specific to independent schools. This advantage promotes the development of best practices.

Well versed in school law, Caryn advises clients in virtually every type of legal matter. Independent schools enjoy the benefit of interacting with many constituencies including students, parents, employees, trustees, donors, alumni, neighbors and vendors. Caryn assists her clients in navigating these relationships by establishing policies, procedures, strategies and best practices that promote positive working and learning environments while limiting potential liability exposure. A problem-solver and strategic-thinker, Caryn assists schools in achieving their goals in the manner that best meets that institution’s needs.

Caryn drafts, reviews and revises documents utilized by independent schools, including teacher and faculty employment contracts, enrollment agreements, and agreements between schools and vendors. She counsels schools in the development of policies related to students, parents, employees and trustees. She ensures due diligence and fiscal oversight by reviewing insurance policies and the adequacy of coverage.

Caryn works on the development and implementation of hiring policies that effectively ensure the recruitment and selection of the highest quality faculty and staff. She also works with schools on wage and hour compliance, counsel and discipline of employees, family and medical leave management, performance evaluation design, and the termination of the employment relationship and the defense of wrongful termination claims. She advises schools in establishing and enforcing harassment prevention programs and in conducting investigations into allegations involving students, employees and other members of the school community. In addition, she counsels schools on student safety, welfare, and discipline issues; student and faculty handbooks; and a variety of day-to-day challenges facing independent schools.

Caryn works with trustees in designing and revising by-laws, assuring Charter and Articles of Incorporation compliance and developing governance policies and competencies. Her extensive experience in resolving conflicts and navigating disagreements among and between trustees, as well as between trustees and the Head of School, has proven beneficial to all parties and invaluable to the health and welfare of the institution.

Caryn is well-known for her commitment to mentoring, supporting and developing the next generation of independent school leadership and has provided extensive assistance in the creation of Head of School transition plans and strategies for positioning the school to receive support and secure the incoming Head’s success. She navigates trustees through the search and selection of a School Head and the negotiation of the Head’s employment agreement including the intermediate sanctions process, the collection of comparable data and the options for incentivizing and motivating the Head of School.

Representative Clients

Caryn has developed one of the nation’s leading practices in the representation of independent schools nationwide. Her client base includes both small and large schools; parochial and non-parochial schools; well-established schools with large endowments and newly established institutions; highly structured schools and those "without walls"; schools designed for students with learning style differences and those that educate by other methods; city schools, community schools and schools surrounded by miles of corn fields.


Caryn frequently conducts presentations and workshops for regional, national and career-specific associations, as well as for clients that are designed to help faculty, staff and trustees avoid liabilities and maintain compliance with the laws impacting independent schools. 

She regularly presents at the National Association of Independent Schools' annual conference and the National Business Officers Association annual symposium. 

Caryn has presented before many regional independent school associations and works closely with these groups to help establish best practices for independent schools.