Governance

Corporate governance has become a significant issue for non-profit health care organizations. While many corporate governance rules, such as those derived from Sarbanes-Oxley, apply only to publicly traded companies, the underlying concepts have been migrating into the non-profit sector, fueled by heightened scrutiny by attorneys general and congressional committees and by recommendations on best practices from independent accountants and others.

As a result, we counsel our non-profit clients on issues such as:

• board fiduciary responsibilities
• conflict-of-interest policies and procedures
• compensation committee activities
• review and revision of corporate bylaws
• development of proper written board policies
• mission statements for and charges to board committees, especially those involved with finance and audit
• structuring of internal corporate compliance programs
• proper allocation of responsibilities between the board and senior management.

We constantly monitor external developments to discover—and recommend—evolving best practices.

When clients engage in transactions and strategic affiliations, we regularly assure that appropriate board committees are involved and well-informed, so they can effectively exercise their oversight responsibilities and satisfy their fiduciary duties to the organization.

Mintz Levin attorneys also serve on the boards of a number of non-profit organizations, within and outside the health industry, which gives us first-hand experience with the practical implications of assuring compliance with applicable legal requirements and best practices.