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
[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
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
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
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
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 Directors ,
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
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
McDermott recently launched the second episode of its special edition podcast providing an in-depth discussion of the interplay between State Attorneys General enforcement authority and nonprofit Board of Directors...more
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
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
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
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 #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
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
Health care general counsel should review, and brief their internal clients on, the new Practical Guidance for Health Care Governing Boards on Compliance Oversight (Guidance), released on April 20, 2015. A joint effort by...more