Michael W. Peregrine

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Michael W. Peregrine represents corporations (and their officers and directors) in connection with governance, corporate structure, fiduciary duties, officer-director liability issues, charitable trust law and corporate alliances. Michael is recognized as one of the leading national practitioners in corporate governance law. Read Michael W. Peregrine's full bio.

Guidelines for Board Risk Management Oversight

By on Jul 31, 2015
Posted In Director and Officer Liability and Accountability

An important new decision, In Re General Motors Company Derivative Litigation, decided by the Delaware Chancery Court on June 26, provides useful guidance on the board’s obligation to both assess corporate risks, and to act to prevent loss. On the one hand, the decision confirms the high burden of proof necessary to establish a derivative claim...

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New Developments May Prompt Board Compliance/Risk Recalibration

By on Jul 23, 2015
Posted In Compliance Developments

Health care system boards may want to revisit their risk and compliance oversight protocols following multiple new fraud enforcement developments in the last two months. These developments reflect a notable level of activity and related pronouncements from the federal health care enforcement agencies and the courts. Collectively, they suggest a more intense enforcement environment with...

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Fourth Circuit Rejects ‘Advice of Counsel’ Defense

By and on Jul 20, 2015
Posted In Anti-Kickback Statute / Stark Law, Damages and Penalties, Stark

A major new decision from the U.S. Court of Appeals for the Fourth Circuit has important implications for the availability of the “reliance of counsel” defense, particularly in situations involving the application of complex statutes and regulations. In U.S. ex rel. Drakeford v. Tuomey, the Fourth Circuit affirmed the District Court’s prior judgment of over...

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Practical Board Guidance based on Chief Justice Strine

By on Jul 17, 2015
Posted In Director and Officer Liability and Accountability

Both “deal” and “governance” counsel will enjoy sharing with corporate clients the highly practical guidance provided by Chief Justice Leo E. Strine, Jr. in a newly published article in The Business Lawyer. In his article, the Chief Justice identifies several actions lawyers can recommend to improve the process by which boards review merger/acquisition proposals. These include...

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The Health Care Governance Implications Of Tuomey

By on Jul 16, 2015
Posted In Stark

The Fourth Circuit’s decision in Drakeford v. Tuomey Healthcare System Inc. has broad health system implications, not only for the technical interpretation of the Stark Law and False Claims Act, but also for a board’s fiduciary obligation to provide oversight over corporate compliance. Read the full article from Law360.

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Governance Challenges Arising From “Corporate Cooperation” Concepts

By on Jun 18, 2015
Posted In Compliance Developments

The current Department of Justice emphasis on “corporate cooperation” in the context of government investigations creates the potential for significant tension to arise between governance and executive leadership, which potential should be recognized and addressed proactively by the board. Read the full article from Harvard Law School Forum on Corporate Governance and Financial Regulation.

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DOJ’s Important Message to Health System Leadership

By on May 29, 2015
Posted In Compliance Developments

Health system leadership should recognize, and respond to, the dramatically increasing emphasis of the Department of Justice (DOJ) on health care fraud enforcement, and on related issues of corporate cooperation and individual accountability. Read the full article from AHLA Weekly.

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Health Care Executive Liability Exposure Post-Sacred Heart

By and on Apr 14, 2015
Posted In Other Notable Enforcement Actions

Let’s get something straight, up front. The sky is not falling. No new enforcement wave is coming. Health care executives need not start contacting personal defense counsel. But in the wake of the March 19 verdict (Jury Finds Chicago Hospital Execs Guilty In Kickbacks Case) in the Sacred Heart antikickback case, it’s reasonable for general...

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The Benefits of Increased Board/GC Interaction

By on Mar 20, 2015
Posted In Compliance Developments, Director and Officer Liability and Accountability

Governance effectiveness at any company will benefit from the board of directors’ expanded interaction with the general counsel. Ideally, this enhanced interaction would go beyond the traditional practice of general counsel attendance at board meetings, responding to questions and presenting reports on specific agenda matters; it also would go beyond the “best practice” of periodic...

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‘Compliance 1.0’ Ain’t Dead Yet

By on Mar 13, 2015
Posted In Director and Officer Liability and Accountability

In her recent “Compliance Strategist” column, the well-respected and knowledgeable Donna Boehme describes as “fatally flawed” a relationship in which the compliance officer reports, for hierarchy purposes, to the general counsel. She presents this model (Compliance 1.0) as antithetical to effective compliance programs, the byproduct of the self-interested, and suggests that those organizations that continue...

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