COVID-19 has not only accelerated dramatic shifts within the healthcare industry, but it has also become a catalyst for change in workforce strategies. In this special report, McDermott Partner Michael Peregrine offers...more
3/15/2022
/ Compensation & Benefits ,
Coronavirus/COVID-19 ,
Corporate Counsel ,
Corporate Governance ,
Digital Health ,
Diversity and Inclusion Standards (D&I) ,
Employee Benefits ,
Employee Engagement ,
Equity ,
Health and Welfare Plans ,
Human Capital ,
Labor Shortage
What questions should a governing board’s executive compensation committee ask itself?
According to this August 2021 e-book edited by McDermott Partner Michael Peregrine, committee members should regularly ask themselves...more
[co-authors: Timothy Cotter and Kathryn Hastings, SullivanCotter; David Jarrard, Jarrard Inc.; Ken Kaufman and Andrew Majka, KaufmanHall; Zachary Morfin, PhD., and David Nygren, PhD., Nygren Consulting; Scott Steffens, Grant...more
10/13/2021
/ Audit Committee ,
Board of Directors ,
Compensation Committee ,
Corporate Communications ,
Corporate Governance ,
Corporate Management ,
Corporate Social Responsibility ,
Corporate Strategy ,
Diversity and Inclusion Standards (D&I) ,
Employee Engagement ,
Executive Compensation ,
Health Care Providers ,
Healthcare ,
Human Capital ,
Privacy Committee ,
Shareholders
The US Department of Justice’s (DOJ) revised compliance program document “The Evaluation of Corporate Compliance Programs,” released June 1, 2020, helps organizations understand how DOJ evaluates compliance programs for...more
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
With COVID-19 applying financial pressures on hospitals and health systems of all sizes and geographic reach, the road to recovery presents a variety of challenges. However, the need to restructure and address financial and...more
5/26/2020
/ Best Practices ,
Business Development ,
Business Opportunities ,
Business Strategies ,
Capital Markets ,
Coronavirus/COVID-19 ,
Corporate Governance ,
Debt Restructuring ,
Economic Downturn ,
Financial Distress ,
Health Care Providers ,
Healthcare Facilities ,
Hospitals ,
Insolvency ,
Physicians ,
Webinars
This Governing Health series examines how traditional governance practices may change and how boards of directors can position themselves to proactively support their organizations now and as they recover from the COVID-19...more
Sixth in a series of updates on how the pandemic is informing basic elements of governance.
Boards should reconsider the scope of their primary and emergency executive and board succession practices to reflect circumstances...more
The extraordinary consequences of the Coronavirus (COVID-19) crisis calls healthcare boards to exercise greater engagement with both the affairs of the company and the portfolio of the executive team. Click to access 10 key...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
LAWYER SPOTLIGHT ON CORPORATE PURPOSE -
Board and executive leadership of large nonprofit health systems should note evolving trends concerning corporate social responsibility (CSR), corporate purpose and corporate...more
11/7/2019
/ Benefit Corporations ,
Board of Directors ,
Caremark claim ,
Corporate Entities ,
Corporate Governance ,
Corporate Social Responsibility ,
Gender Equity ,
Initial Public Offering (IPO) ,
National Association of Corporate Directors (NACD) ,
Public Benefit Corporation ,
Standard of Conduct ,
Women in the Law
IMPACT OF EQUIFAX, FACEBOOK SETTLEMENTS -
Health care industry boards should give close attention to the governance implications of recent privacy settlements entered into by Equifax and Facebook.
Their unique facts...more
7/31/2019
/ Acquisitions ,
Blue Bell Creameries ,
Corporate Governance ,
Cybersecurity ,
Data Breach ,
Data Protection ,
Duty of Loyalty ,
Enforcement Actions ,
Equifax ,
Executive Compensation ,
Facebook ,
Federal Trade Commission (FTC) ,
Mergers ,
Personally Identifiable Information ,
Settlement ,
Settlement Agreements
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
DIRECTORS AS VENDORS -
A new controversy at a large health system highlights the legal and reputational challenges that can arise when directors sell services to the organizations they serve as fiduciaries.
According to...more
4/26/2019
/ Board of Directors ,
Breach of Duty ,
Brick-and-Mortar Stores ,
Business Disruption ,
Bylaws ,
CEOs ,
Charitable Organizations ,
Corporate Governance ,
Corporate Social Responsibility ,
Derivative Suit ,
Diversity ,
Entrepreneurs ,
Fiduciary Duty ,
Health Care Providers ,
Incentive Compensation ,
Independent Director ,
Individual Accountability ,
Leadership ,
Legislative Agendas ,
Mergers ,
Nonprofits ,
Presidential Elections ,
Retailers ,
Special Committees ,
Tax Exempt Entities ,
Tax Planning ,
Vendors
NEW AG ACTION FOCUSES ON CHARITABLE PURPOSES -
New legal action by the Pennsylvania Attorney General against a prominent nonprofit health system is grounded in allegations of violation of charitable purposes.
The...more
3/12/2019
/ #MeToo ,
501(c)(3) ,
AdvaMed ,
Attorney General ,
Board of Directors ,
CEOs ,
Code of Conduct ,
Consent Decrees ,
Corporate Governance ,
Corporate Officers ,
Criminal Prosecution ,
Duty of Loyalty ,
Gender Equity ,
Health Care Providers ,
Insider Trading ,
IRS ,
Pharmaceutical Industry ,
Sexual Harassment ,
Succession Planning ,
Woman Board Members ,
Workplace Bullying
INCREASING FOCUS ON CORPORATE PURPOSE -
There is a notable increase in governance discourse on the relationship of corporate purpose to sustainable revenue growth, in the context of changing social and political...more
2/11/2019
/ Board of Directors ,
Centers for Medicare & Medicaid Services (CMS) ,
CEOs ,
CFOs ,
Chief Legal Officers ,
Corporate Counsel ,
Corporate Governance ,
Corporate Social Responsibility ,
Cybersecurity ,
Diversity ,
Hospital Mergers ,
Letters of Intent ,
Regulatory Oversight ,
Shareholders
The Return of Volatility -
Directors will (perhaps unexpectedly) be expected to confront the strategic implications of economic, regulatory and legislative volatility, much as they were required to do in 2017.
This...more
New DOJ Individual Accountability Policy -
A revised Department of Justice (DOJ) policy serves to clarify the relationship between establishing individual accountability and qualifying for cooperation credit, particularly...more
Updated Governance Best Practices -
The health system’s governance committee may benefit from a general-counsel-led briefing on the relevance of the newly released revisions to the “Commonsense Principles” of corporate...more
College Football and Corporate Governance -
The recently released internal investigation report on the Ohio State football program provides an interesting window into the oversight of workforce culture issues involving...more
9/25/2018
/ Audits ,
Colleges ,
Compliance ,
Corporate Culture ,
Corporate Governance ,
Diversity ,
Enforcement Authority ,
Football ,
Health Care Providers ,
Internal Investigations ,
IRS ,
State Attorneys General
New Decision Affects D&O Liability -
A recent federal bankruptcy court decision addresses important principles of fiduciary conduct (and the benefits of a state exculpatory statute) in the context of a financially...more
Mission Drift -
The nonprofit corporate law implications of a business model that evolves from its primary charitable purposes are demonstrated in a recent, highly publicized state attorney general enforcement action...more
Executive Compensation Recoupment -
The most recent development in the prominent University of Louisville Foundation controversy is the release of an independent analysis suggesting that its senior executive leadership was...more
6/20/2018
/ Acquisitions ,
Antitrust Division ,
Attorney General ,
Attorney-Client Privilege ,
Audit Committee ,
Bad Faith ,
Best Practices ,
Board Meetings ,
Board of Directors ,
Charitable Donations ,
Competition ,
Conflicts of Interest ,
Corporate Governance ,
Department of Justice (DOJ) ,
Executive Compensation ,
Fiduciary Duty ,
Financial Statements ,
Health Care Providers ,
IRS ,
Mergers ,
Privacy Concerns ,
Reasonable Reliance Claims ,
Recoupment ,
Risk Assessment ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Strategic Planning