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
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
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
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
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
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
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
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
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
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
EMPHASIS ON DIRECTOR EDUCATION -
The board development committee may wish to reconsider its director education program for 2017 following two recent and unrelated developments. The first is a greater articulation of...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:
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
On July 21, a diverse consortium of leading corporate executives and business leaders released the compilation, "Commonsense Principles of Corporate Governance."...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