Role of the Board

Is Healthcare a Charity, Social Service, or Business? Community Hospital Board Members Contemplate Their Role

Board members of independent hospital companies are in the cross-hairs. They govern during a time of intense industry and societal change. Situated at the center of a national struggle, they contend with front-page news, and tweets, daily. Directors are challenged not only by these major economic and political issues but also by the tremendous volume of day-to-day operational detail involved in running a complex enterprise.…

September 15th, 2017| Role of the Board|

Partnership Road Map: Navigating Successful Health System Integration


The decision to align with another health care organization is among the most important, if not the most important, undertakings for a hospital board. Selecting the right partner, strategy, timing and structure all play important roles in determining the ultimate success of an organization and a partnership.…

September 12th, 2016| Role of the Board|

Assessing Independence

Assessing Independence CoverSeveral recent surveys indicate that nearly 80 percent of non-profit hospital boards are assessing their independence. This means they are determining whether to affiliate, combine, or remain independent. Only 15 percent of boards were considering this a few years ago. This is the Affordable Care Act’s (ACA) greatest impact on non-profit hospital boardrooms today, and much more so than the “flood” of mergers widely described in periodicals.…

January 15th, 2015| Role of the Board|

The Role of the Nonprofit Hospital Board in Consolidation Transactions

The Role of the Nonprofit Hospital Board in Consolidation TransactionsAs the hospital consolidation market continues to grow, most consolidation transactions involve nonprofit health systems.  Nonprofit boards of directors should prepare well in advance to evaluate consolidation opportunities in a timely and informed manner, consistent with their fiduciary duty.

The hospital consolidation market continues to gain steam. …

March 19th, 2014| Role of the Board|

Community Considerations for Hospital Transactions

When evaluating change-of-control transactions, hospital boards need to be cognizant not only of their fiduciary duties to the corporation, but also of how their decisions will impact the broader community. Selling a hospital, especially to an out-of-town buyer, is a politically charged issue that frequently brings emotional responses from the community.

September 1st, 2011| Role of the Board|

The Board’s Role in the M&A Process: Meeting Fiduciary Obligations

The Board's Role in the M&A Process CoverChances are that most non-profit hospital boards will be called upon to evaluate a merger/acquisition proposal at some point in the very near future. Healthcare reform is prompting hospitals across the country to reevaluate their market strength and competitive posture given the new regulatory dynamic.…

December 1st, 2010| Role of the Board|

The Strategic Alignment Committee: A Ready Response to Reform

Hospital boards are encouraged to form a  “strategic alignment” or similar committee to facilitate the governing board’s ability to evaluate the many business opportunities that will arise for  provider organizations in the wake of seismic health reform legislation. The expectation is that the entire spectrum of healthcare organizations— not just hospitals and health systems, but also  insurers, specialty facilities, medical groups, and  physician networks—are actively considering both  vertical and horizontal relationships of varied sorts in order to better position themselves to respond to health reform-prompted economic opportunities.…

September 1st, 2010| Role of the Board|

Non-Profit Boards and the Merger Market: Preparation, Organization, and Approach

Non-Profit Boards and the Merger Market Cover

This article is Part 2 of our series on the hospital merger market. Part 1 (October, 2007) discussed hospital industry dynamics that have led to many of the change-of-control (“merger market”) transactions in this decade and encouraged non-profit boards to be more proactive in their use of this market.

December 1st, 2007| Role of the Board|

Non-Profit Hospital Boards and the Merger Market

Non-Profit Board and the Merger Market Cover - 1 of 2During this decade, non-profit boards have been confronted increasingly with the potential for merger and change-of-control (“merger market”) transactions. There has been a dramatic increase in the need for non-profit organizations to consider macroeconomic industry conditions and the resultant role of the merger market.…

October 1st, 2007| Role of the Board|

The Fiduciary Duties of Healthcare Directors in the “Zone of Insolvency”

Directors of healthcare organizations normally owe fiduciary duties to their shareholders or, in the case of nonprofits, to the charitable mission of the organization. As an organization descends to bankruptcy, however, the board’s duties may shift. At some point, the board may be imposed with different and often conflicting obligations to the corporate enterprise as a whole, with a primary criterion being the interests of creditors.…

March 1st, 2002| Role of the Board|