The new compliance focus on executive compensation, as announced by the US Department of Justice (DOJ) on March 3, 2023, has significant implications for how healthcare organizations address both corporate compliance and...more
4/3/2023
/ Board of Directors ,
Clawbacks ,
Compliance Commitees ,
Corporate Executives ,
Department of Justice (DOJ) ,
Executive Compensation ,
Health Care Providers ,
Healthcare Facilities ,
Hospitals ,
Incentive Compensation ,
Oversight Duties ,
Securities and Exchange Commission (SEC) ,
Webinars
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
The extraordinary pandemic-based financial challenges impacting hospitals, health systems and other providers as a result of the Coronavirus (COVID-19) should prompt boards to re-evaluate focus on their duty to monitor the...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
Fifth in a series of updates on how the pandemic is informing basic elements of governance.
For most sophisticated health systems, the operative assumption is that, without regard to the pandemic, their boards have adopted a...more
Fourth in a series of updates on how the pandemic is implicating basic elements of governance.
General counsel should be alert to emergency actions that states are taking to provide temporary relief for certain board...more
Third in a series of updates on how the pandemic is implicating basic elements of governance.
We’re quickly become a “Zoom Meeting Nation” when it comes to corporate board meetings. At a time when it is practically...more
Second in a series of updates on how the pandemic is implicating basic governance topics.
The role and operation of the board executive committee has been highlighted by the current pandemic-driven crisis...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
Healthcare providers facing emergency requests from government agencies in response to the Coronavirus (COVID-19) crisis — including critical issues such as transfers of COVID-19 patients, opening closed facilities and...more
4/1/2020
/ Best Practices ,
Business Continuity Plans ,
Coronavirus/COVID-19 ,
Crisis Management ,
Emergency Management Plans ,
Health and Safety ,
Health Care Providers ,
Healthcare Facilities ,
Hospitals ,
Infectious Diseases ,
Policies and Procedures ,
Public Health ,
Reporting Requirements ,
Risk Management ,
Workplace Safety
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
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
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