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
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
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
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
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
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
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
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
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
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:
HEALTH POLICY INITIATIVES -
Perhaps the most...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
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