Governance Issues
Healthcare System Mergers, Acquisitions & Joint Ventures
Copyright 1996-97 William L. Manning except as otherwise noted.
All rights reserved. No copyright claimed to original government works.
Last updated by Bill Manning on
8/03/97
About This Page
This page highlights some of the corporate governance issues arising from
hospital and healthcare system mergers, joint ventures and acquisitions.
The focus here is on nonprofit governance issues because of the unique
requirements imposed upon nonprofit healthcare institutions by federal, state
and local laws. Although I have provided links to sources from various
states, the visitor to this page should note that many of the legal issues
are governed by state law which often varies by state.
Please feel free to comment on or contribute material here by e-mailing me
at wmanning@netreach.net
The Board:
Directors & Trustees
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Charity and Community:
The Role of Nonprofit Ownership in a Managed Health Care System, by Mark
Schlesinger, Bradford Gray and Elizabeth Bradley, J. of Hlth. Pol. Polc'y
& Law.
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Fiduciary
Duties of Directors of Charitable Organizations: A Guide for Board Members
This guide helps directors understand their responsibilities as stewards
of their organizations. In carrying out their responsibilities, the law imposes
on directors the fiduciary duties of care, loyalty and obedience to the law.
These duties are more generally described in this guide; by the Minnesota
Att'y General.
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HEALTH
LAW: Advice for Trustees, Directors of Non-Profit Entities (NYLJ) 09/30/96
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Corporate Boards:ABA Sees Inherent Risks in Lawyers' Dual Roles,
By Dominic Bencivenga, The New York Law Journal, 7-17-97.
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Director & Officer Coverage
in Times of Trouble, by Charles M. Cobbe, Jackson & Walker, L.L.P.
(Dallas, Texas (214) 953-6000 ).
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Recent Developments in Directors
and Officers Liability Coverage, by Mark T. Josephs, Jackson Walker L.L.P.
(Dallas, Texas (214) 953-6000).
- Directors and Officers Liability Not-for-profit Organizations, Prepared by: Michael Bliss, Kevin Fiet, and Lars Vedvick in conjunction with BA436: Risk Management under the supervision of Dr. Norma Nielson..
- D&O Duties, Prepared by: Michael Bliss, Kevin Fiet, and Lars Vedvick in conjunction with BA436: Risk Management under the supervision of Dr. Norma Nielson.
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Allocation for Directors' and Officers' Liability Coverage, David M. Halbreich and Sara B. Brody, Brobeck, Phleger & Harrison LLP
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Task Force on Academic
Health Centers.
- Board/CEO Relations: Seven health care executives discuss how their boards are coping with managed care.
- What To Ask Before A Merger, 10/1/95
Recently
In The News
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Arizona Law Enables Public Scrutiny Of Nonprofit Hospital Sales, Reuters, 4-15-97.
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Baylor University Sale Assets To Go To Public Health, Reuters, 3-27-97.
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High Volume Of Hospital Conversions Raises Oversight Concerns, Reuters, 3-21-97.
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Notice of Wrongful Act Satisfied Directors' Policy, NLJ, 3/24/97.
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Regulators: We'll Block Big Hospital Chain's Bid, National Law Journal (p. B02),
3-24-97.
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Study rebuts perception of for-profit trend, Larry Tye and Alex Pham, Boston Globe Staff, 03/18/97.
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Health Affairs Tracks Hospital Conversion Trends, Reuters, 3-18-97.
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Have the Urge to Merge? You'd Better Think Twice, Erick Schonfeld
Fortune Magazine, 3-17-97.
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State And Federal Agencies Respond To Nonprofit Hospital Conversions, Reuters, 3-17-97.
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Coalition To Counter For-Profit Takeovers Of Not-For-Profit Hospitals, Reuters, 3-17-97.
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Georgia Alliance of Community Hospitals Applauds the Georgia House Passage of
H.B. 600, Hospital Conversion Bill, PR Newswire, 3-14-97.
- Trustees say they call all the shots, Graduate Health System is a nonprofit with $70 million. Does the public have a say in how it spends that money?, Marian Uhlman, Philadelphia Inquirer, 3-02-97.
- BC/BS Of New Jersey Moves To Block Charity Status Ruling, Reuters, 2-27-97
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RI Attorney General Seeks Outside Review Of Columbia/HCA Deal, Reuters, 2-07-97.
- Symposium Analyzes Impact of Community Benefits Legislation on Hospitals in California, PRNewswire, 2-03-97.
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AHA's Trustee Magazine
- Primer On Health Policy, American College of Physician Executives.
- A Health Care Delivery Primer, American College of Physician Executives, Nancy Wilson Ashbach, MD, MBA, Forum on Health Care Delivery.
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Issues '96: The Candidate's Briefing Book - Health Care, The Heritage Foundation, John C. Liu and Robert E. Moffit. An excellent primer on contemporary health care issues, useful for board members.
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IGNet
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HHS OIG
Special Fraud Alerts
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HCFA
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GPO Access search
the Federal Register, U.S. Code, Congressional bills and other government
pubs.
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State Statutes
by Topic
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Modern Healthcare Magazine
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HFMA - Healthcare Financial Management
Association, a professional association for financial professionals in the
healthcare field.
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NVST Mergers & Acquisitions - Venture
Capital Meta Site - Excellent resource, albeit not uniquely related to
health care. Be sure to access the
site's NVST Academy page,
chock full of glossaries, checklists and other useful explanatory items in
M&A and venture capital transactions.
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Nonprofit Times Magazine, an on-line
monthly.
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Nonprofit Resources.
Last updated by Bill Manning on 5/14/97
Visitors Since 1/06/97
