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 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
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
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
THE #1 FIDUCIARY DUTY ISSUE OF 2017 -
Positioning boards to exercise heightened engagement within the current “climate of uncertainty” is possibly the most important health system governance challenge of 2017. To...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:
BUSINESS ROUNDTABLE GOVERNANCE GUIDELINES -
In an...more
9/9/2016
/ Alternative Payment Models (APM) ,
Board of Directors ,
Business Roundtable ,
Caremark claim ,
Conflicts of Interest ,
Corporate Governance ,
Diversity ,
Fiduciary Duty ,
Governance Standards ,
Internal Revenue Code (IRC) ,
IRS ,
Severance Agreements ,
Shareholders
McDermott’s Managing the Transition to Transformation series is designed to help health systems and other health care industry leaders address the many challenges presented by the transformation in payment and care delivery...more
9/2/2016
/ Alternative Payment Models (APM) ,
Board of Directors ,
Children's Health Insurance Program (CHIP) ,
Corporate Governance ,
Fee-for-Service ,
Fiduciary Duty ,
Health Care Providers ,
Medicare ,
Medicare Access and CHIP Reauthorization (MACRA) ,
Medicare Payment Reform ,
Provider Payments
The Hershey Governance Settlement -
On Friday, July 29, the Pennsylvania Attorney General, the Hershey Trust Company and the Milton Hershey School, entered into a written settlement resolving an investigation conducted...more
8/5/2016
/ Antitrust Investigations ,
Attorney General ,
Board of Directors ,
Breach of Duty ,
CEOs ,
CFOs ,
Conflicts of Interest ,
Corporate Counsel ,
Corporate Governance ,
Corporate Officers ,
Cybersecurity ,
Department of Justice (DOJ) ,
Executive Compensation ,
Fiduciary Duty ,
Nonprofits ,
Settlement ,
Term Limits
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
As the hospital consolidation market continues to grow, most consolidation transactions involve nonprofit health systems. Nonprofit boards of directors should prepare well in advance to evaluate consolidation opportunities...more