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
McDermott recently launched the second episode of its special edition podcast providing an in-depth discussion of the interplay between State Attorneys General enforcement authority and nonprofit Board of Directors...more
McDermott recently launched a special edition podcast providing an in-depth discussion of the interplay between State Attorneys General enforcement authority and nonprofit Board of Directors responsibility in the governance...more
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
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 “excessively compensated” between 2010...more
Major Workforce Culture Controversy -
A recent, highly-publicized controversy provides a near-worst case scenario of how workforce culture issues can damage corporate reputations and raise questions about board oversight. ...more
Oversight of Innovation-Styled Joint Ventures -
Several new developments highlight the special oversight obligations of directors in connection with health system investment in new technology ventures. ...more
Strategy and the Decline—or Rise—of the Inpatient Hospital -
A series of new media reports and consultant commentary on industry evolution highlight the increasing pressure on health system boards to fully engage in...more
3/12/2018
/ Acquisitions ,
BlackRock ,
CEOs ,
Compliance ,
Corporate Counsel ,
Corporate Governance ,
Directors ,
Hospitals ,
Individual Accountability ,
Mergers ,
Tax Exemptions
New Board Removal Action -
The removal of four Wells Fargo directors, in connection with other sanctions imposed on the bank by the Federal Reserve, has far reaching implications for the corporate governance of large,...more
Technology-Driven Disruption -
Recent news stories and governance publications serve to underscore the challenge to health systems posed by innovation-based business model disruption. Health care boards will be expected to...more
Tax-exempt organizations—especially hospitals and health systems—face a new tax reality now that both houses of Congress have voted to pass the final tax reform bill....more
Unprecedented 2018 Board Challenges -
The health system board should be prepared to address an extraordinary number of significant, enterprise-level challenges that are expected to arise in 2018. These challenges will...more
12/12/2017
/ Bad Faith ,
Business Disruption ,
Corporate Governance ,
Criminal Investigations ,
Department of Justice (DOJ) ,
Foreign Corrupt Practices Act (FCPA) ,
Health Care Providers ,
Hospitals ,
Internal Investigations ,
IRS ,
Tax Exempt Entities ,
Tax Reform
Planning for a "Soft" Yates Repeal -
Forthcoming changes to the Department of Justice’s “Yates Memorandum” offer unanticipated legal compliance consequences for health systems that merit proactive consideration by the...more
Governance Implications of Equifax -
Numerous elements of the Equifax controversy implicate corporate governance across a broad range of oversight, insurance, executive transition and accountability topics. These are...more
A new article published in the Harvard Business Review confirms that the preservation of reputation continues to be a significant motivating concern for individual board members. This is a factor that should be taken...more
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:
EMERGING NONPROFIT CONTROVERSY -
Health system general counsel...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
Wells Fargo Lessons -
The recently released independent investigative report of the Wells Fargo sales model controversy provides a surprising number of important oversight, structural and reporting lessons for the...more