On June 1, 2020, the Criminal Division of the Department of Justice (DOJ) issued updates to its “Evaluation of Corporate Compliance Program” guidance. This update reflects the agency’s evolving views on compliance program...more
BLACK SWANS AND WHITE ELEPHANTS -
A recent essay from the National Association of Corporate Directors (NACD) provides useful guidance on how boards may prepare themselves for risks associated with external...more
3/17/2020
/ Board of Directors ,
Chief Compliance Officers ,
Climate Change ,
Compliance ,
Conflicts of Interest ,
Coronavirus/COVID-19 ,
Corporate Governance ,
Corporate Officers ,
Cybersecurity ,
Federal Trade Commission (FTC) ,
Personal Liability ,
Professional Responsibility ,
Tax Exempt Entities ,
Warren Buffett
Given evolving Delaware law, understanding the difference between “risk oversight” and “risk management” is an increasingly important board task.
In the Marchand and Clovis decisions, the Delaware courts sent an important...more
1/24/2020
/ Audit Committee ,
Audits ,
Best Practices ,
Board of Directors ,
Breach of Duty ,
Bylaws ,
Chief Compliance Officers ,
Compliance ,
Congressional Committees ,
Corporate Culture ,
Corporate Governance ,
Debt Collection ,
Hospitals ,
Incentives ,
Internal Revenue Code (IRC) ,
Leadership ,
MLB ,
NYSE ,
Oversight Duties ,
Private Foundations ,
Publicly-Traded Companies ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Strategic Planning ,
Surveys ,
Tax Exempt Entities
FCPA UPDATES FOR GLOBAL COMPANIES -
In recent months, the US Department of Justice (DOJ) has issued important guidance for global companies on corporate compliance programs and the Foreign Corrupt Practices Act (FCPA)...more
7/2/2019
/ CFIUS ,
Chief Compliance Officers ,
Corporate Fines ,
Corporate Misconduct ,
Data Protection ,
Data Protection Authority ,
Department of Justice (DOJ) ,
Foreign Corporations ,
Foreign Corrupt Practices Act (FCPA) ,
Foreign Direct Investment ,
Foreign Investment ,
General Data Protection Regulation (GDPR) ,
Google ,
National Security ,
New Guidance ,
Securities and Exchange Commission (SEC) ,
Self-Disclosure Requirements
AHA GOVERNANCE SURVEY -
The governance and board development committee will benefit from an overview of the American Hospital Association (AHA) 2019 National Heath Care Governance Survey Report, which describes a...more
6/28/2019
/ Board of Directors ,
Business Disruption ,
Chief Compliance Officers ,
Chief Legal Officers ,
Compliance ,
Corporate Governance ,
Corporate Restructuring ,
Department of Justice (DOJ) ,
Federal Trade Commission (FTC) ,
Hospital Mergers ,
Hospitals ,
Interlocking Directorate ,
Internal Investigations ,
Physician-Owned Hospitals
IMPORTANT BOARD COMPOSITION DEVELOPMENT -
The board’s nominating committee will benefit from an overview of The Conference Board’s important new survey on board composition, turnover and refreshment.
According to the...more
5/31/2019
/ Best Practices ,
Board of Directors ,
CEOs ,
Chief Compliance Officers ,
Compliance ,
Corporate Culture ,
Corporate Governance ,
Corporate Misconduct ,
Department of Justice (DOJ) ,
Ethics ,
Internal Controls ,
Joint Venture ,
Risk Management ,
White Collar Crimes
Boards and management should make use of recent expanded guidance from the US Department of Justice to ensure that their compliance programs are considered “effective” if and when an investigation arises. Companies should...more
Board Termination of the "Unethical CEO" -
An important new study concludes that CEO terminations for ethical lapses (as a percentage of overall CEO successions) has dramatically increased over the last five years. The...more
New Officer and Director FCA/Stark Exposure -
Recent developments may merit a measured briefing to corporate leadership on the potential exposure of health industry officers and directors to financial penalties and other...more
10/7/2016
/ Antitrust Investigations ,
Attorney General ,
CEOs ,
Chief Compliance Officers ,
Compliance ,
Department of Justice (DOJ) ,
False Claims Act (FCA) ,
Fiduciary Duty ,
Nonprofits ,
Settlement ,
Stark Law ,
The Clayton Act
The following developments from the past month offer guidance on corporate law and governance law as they may be applied to nonprofit health care organizations:
EXPANDING ROLE OF GENERAL COUNSEL The April 12 survey...more
Health care general counsel should review, and brief their internal clients on, the new Practical Guidance for Health Care Governing Boards on Compliance Oversight (Guidance), released on April 20, 2015. A joint effort by...more