[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
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
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
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
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
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
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