Posternak Blankstein & Lund LLP is now Arent Fox. Read the press release

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Board Governance

Arent Fox advises health care enterprise governing boards, officers, executives, and general counsel on complex fiduciary and governance oversight matters.

Our team has a wealth of insight in navigating such complex and dynamic issues,  arising from experience as general counsel to health care organizations and drawing on the firm’s broad capabilities in transactional, regulatory, government investigation, and policy matters. As trusted advisors, we offer our clients nuanced guidance to help them advance business, strategic, and compliance objectives.

Our Focus

Advising on health care governance issues is a skill set distinct from broader health care transactional or regulatory matters. Our health care governance group, comprised entirely of seasoned health care attorneys, has extensive experience counseling governing boards and committees, as well as executives and general counsel, on these projects. 

We handle a wide array of matters involving fiduciary duties, board composition and structure, execution of board oversight responsibilities, governance-executive relationships, governance interaction with legal and compliance officers, board education, and legal responsibilities of the board itself. We are able to counsel the spectrum of health sector clients, ranging from large health systems to health sector investors and their portfolio companies, on the unique governance challenges associated with the health care industry, including strategy and reimbursement trends, solvency, mergers and acquisitions, religious affiliations, due diligence, executive compensation, tax-exemption and nonprofit requirements, conflicts of interest, government enforcement, enterprise risk, and regulatory trends.

How We Help

We bring value to our clients by providing practical guidance to all facets of health sector governance. Each member of our team brings decades of experience to this complex area, which allows us to offer advice with confidence and clarity. Our capabilities are enhanced by our ability to access the firm’s health policy, regulatory, government investigations and transactional capabilities, as needed.

What We Do

We assist our health sector clients on health governance issues in several different contexts. Our work can be forward-focused and strategic, or entail the resolution of an immediate challenge or opportunity:

  • Review and revision of corporate documents related to governance, for compliance with state and federal law and inclusion of governance best practices
  • Development and implementation of preferred governance structure for a corporate reorganization
  • Due diligence oversight and resolution of governance considerations associated with a merger, acquisition, or strategic partnerships and affiliations
  • Advice and assistance related to governance requirements for accreditation
  • Advice regarding a prospective investment in the health sector, and the resulting fiduciary and risk considerations
  • Enterprise risk management implementation and oversight
  • Best practices for governance oversight of clinical, quality, patient safety, and risk management operations
  • Audit and Compliance committees of the board
  • Fiduciary oversight of innovations in health care, including value-based purchasing, risk assumption in payer contracting, technology-based health care delivery, commercialization of research, and non-traditional collaborations
  • Distinctive governance considerations for federally qualified health centers, hospitals, academic medicine, tax-exempt organizations, publicly-sponsored enterprises, and investor-backed initiatives
  • Legal and regulatory compliance oversight models and strategies, encompassing organizational culture and substantive areas such as privacy and confidentiality, data security, risk management, fraud enforcement considerations, workforce management, and racial equity and social justice
  • Addressing actual and potential conflicts of interest,  in areas such as medical staff, research, board and executive disclosures, and executive compensation
  • Dispute resolution within boards, or between boards and executive teams
  • Litigation, government investigations and inquiries involving governance oversight and practices, or implicating the organization’s mission and reputation
  • Fiduciary duties associated with a health care organization’s financial distress, or related to closure, downsizing or other fundamental restructuring of operations