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
Technology-Driven Disruption -
Recent news stories and governance publications serve to underscore the challenge to health systems posed by innovation-based business model disruption. Health care boards will be expected to...more
Unprecedented 2018 Board Challenges -
The health system board should be prepared to address an extraordinary number of significant, enterprise-level challenges that are expected to arise in 2018. These challenges will...more
12/12/2017
/ Bad Faith ,
Business Disruption ,
Corporate Governance ,
Criminal Investigations ,
Department of Justice (DOJ) ,
Foreign Corrupt Practices Act (FCPA) ,
Health Care Providers ,
Hospitals ,
Internal Investigations ,
IRS ,
Tax Exempt Entities ,
Tax Reform
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
Governance Implications of Equifax -
Numerous elements of the Equifax controversy implicate corporate governance across a broad range of oversight, insurance, executive transition and accountability topics. These are...more
A new article published in the Harvard Business Review confirms that the preservation of reputation continues to be a significant motivating concern for individual board members. This is a factor that should be taken...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:
EMERGING NONPROFIT CONTROVERSY -
Health system general counsel...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
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:
OVERSIGHT OF CORPORATE CULTURE -
A significant emerging...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
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
Conflicts of Interest -
As the daily headlines make clear, issues associated with governance conflicts of interest are very much “on the front burner” and the focus of media scrutiny. These types of issues typically...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
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