Governance

HDJN’s corporate healthcare attorneys have wide-ranging experience assisting clients with establishing, developing and maintaining good governance practices and policies. We regularly work with for profit, tax-exempt and governmental clients with the goal of making governing boards more effective. This often involves Board orientation, education and training; compliance guidance; governance document drafting and review; and the development of effective minutes, resolutions, policies, procedures and committees.

Directors and officers of healthcare organizations are faced with oversight responsibilities based on fiduciary duties under state law, duties imposed by the organization’s governing documents, accreditation standards and other applicable laws. For instance, the Sarbanes-Oxley Act of 2002 imposed corporate governance standards on public organizations, which many private and tax-exempt organizations have used as a roadmap for good governance practices. For tax-exempt organizations, the IRS has identified certain “good governance practices” applicable to the operation of those organizations. We regularly work with healthcare clients to advise on these laws and standards by helping to implement changes, as appropriate, to enhance the overall effectiveness of the governance process. We understand that a “one size fits all” model is not the best approach and that governance advice should be tailored to each organization’s particular structure and needs.

In addition to advising on hospital and health system board governance, we also regularly advise healthcare organizations in structuring ancillary joint ventures with physicians and other individuals and organizations. New ventures often implicate governance issues different than those faced by the participants and the governance structure for a joint venture may implicate tax exemption, fraud and abuse or other related issues. In other words, we take a holistic approach to governance matters, as desired by each client.

GOVERNANCE SERVICES:

  • Drafting, reviewing and revising Articles of Incorporation and Organization, Bylaws, Operating Agreements, Shareholder Agreements, Partnership Agreements and other organizational governing documents for various legal entities.
  • Advising on an appropriate choice of entity for new organizations and new subsidiaries, affiliates and joint ventures.
  • Advising on committee structure for effective governance and the interplay among commonly used standing committees such as the Executive Committee, Nominating and Governance Committees, Audit Committees and Medical Staff Committees.
  • Assisting with annual Board orientation, education and performance evaluations.
  • Performing CEO evaluations, along with CEO succession planning.
  • Advising on conflict of interest transactions, issues, education and policies.
  • Preparing and advising on whistleblower policies, excess benefit transaction policies, antitrust policies and other organizational policies appropriate for effective governance.
  • Training officers and directors on fiduciary obligations and standards of conduct.
  • Assisting with shareholder meetings, shareholder proposals, proxy statements, minutes and best practices for maintaining corporate records.
  • Advising on legal issues concerning financial reporting, financial statements and related accounting and auditing matters.
  • Preparing, reviewing and revising executive compensation strategies, plans, incentive compensation arrangements and senior executive employment matters.
  • Preparing minutes and resolutions for various board or committee actions.
  • Drafting and advising on committee charters.
  • Assessing board and committee structure, compensation responsibilities, as well as developing an assessment process for board and committee performance.
  • Conducting internal investigations on behalf of governing boards and committees.

Contact:

Michael R. Newby
Michael R. Newby