Each March, Sunshine Week reminds Americans that open government is not optional; it is foundational and well-regarded in New Hampshire as a Constitutional right. The public has a right to know how its money is spent and how its officials conduct business.
Yet here in Nashua, one of the city’s largest public projects was structured in a way that kept taxpayers in the dark for years.
The Nashua Performing Arts Center was built using $21 million in city bond funds combined with federal New Markets Tax Credit financing. A private corporation, NPAC Corp., was created to receive and manage those funds. The City never openly disclosed the creation of this private corporation and how public meetings and records would be kept.
When I began requesting records in 2021, I was told this corporation was “private” and therefore not subject to New Hampshire’s Right-to-Know Law (RSA 91-A). That position was upheld in a December 2023 order by the trial court. I appealed.
In May 2025, the New Hampshire Supreme Court reversed that ruling and ordered the lower court to apply the proper “government function” test, the legal standard used to determine whether an entity performing a public function with public funds must operate transparently.
On remand, just days before a September 22, 2025, scheduled Court status conference, the corporation, through counsel McLane Middleton, suddenly announced it would now “operate under RSA 91-A.”
After nearly three years of litigation.
After nearly $600,000 paid to McLane Middleton by the City to defend this shell corporation in what was fundamentally a public records case. (Total outside legal spending tied to this lawsuit now exceeds $1 million.)
Ay, there’s the rub: transparency delayed is transparency denied.
For years, the corporation did not operate under open-meeting or public-records standards. There were no detailed public minutes reflecting votes on multimillion-dollar expenditures. No publicly accessible financial reporting comparable to what taxpayers expect from a city board. Construction costs reportedly grew from early projections near $10 million to more than $30 million.
When an entity handling tens of millions in public-backed financing does not operate under transparency rules in real time, the public cannot meaningfully oversee decisions as they are being made.
And litigation takes years.
The Supreme Court ordered the trial court to conduct a government-function analysis. Instead, the trial Court has declined to perform that analysis, reasoning that because the corporation now agrees it is public, the issue need not be decided. It’s Moot.
But that leaves a critical question unanswered:
If an entity funded by public money can operate as “private” during the most consequential years of a project, and only later agree to transparency after litigation, what prevents this model from being used again?
Sunshine Week is about more than slogans. It is about whether our systems actually ensure public accountability before decisions are locked in and money is spent.
This case is likely headed back on appeal. But the larger issue belongs to the public:
Why did City officials spend nearly $1 million dollars of taxpayer money defending secrecy in a public-funded project? And what safeguards exist to prevent future projects from following the same path when a trial court refused to follow a specific supreme Court mandate?
Sunshine only works when it shines in time to matter.
Laurie Ortolano
2023 Nackey Loeb Honoree
2025 NEFAC Citizen Honoree
2026 Sunshine Week FOI Champion Honoree
