Clark Hill’s full service approach provides corporate governance counsel to protect and defend our clients’ interests. We help companies, family businesses, emerging enterprises and nonprofits navigate their legal and fiduciary obligations. Our subject matter experts ensure corporate officers understand and comply with governance regulations and standards so that they ultimately achieve their business goals.
Our proactive approach to corporate controls, compliance and planning helps us to foresee and guard clients from legal issues that would adversely affect their business operations or value. Good governance is always important but can become critical while navigating business milestones like capital funding, stock offers, mergers and leadership changes. We are experienced advising boards and management on measures they can implement to protect their company’s best interest in these and other circumstances. Additionally, we regularly provide counsel on matters in which management or other directors may have conflicting interests.
Our full service team can provide proactive advice and documentation on the following:
- Board Committee Charters
- Codes of Ethics
- Conflicts of Interest
- Cyber Security Compliance & Protection
- Disclosure Controls, Policies and Procedures
- Director Independence
- Director Nominations and Elections
- Employment Regulations
- Executive Compensation
- Fiduciary Duties
- Shareholder Rights and Communications
- Political Activity and Contribution Compliance
When the unpredictable does happen, Clark Hill has the expertise and experience to guide companies through the investigation and defense of serious allegations. These include but are not limited to the following:
- Accounting irregularities
- Government Agency Inquiries and Actions
- Public Corruption
- Securities Fraud
- Tax Fraud
Clark Hill will investigate and respond to allegations of wrongdoing on behalf of our clients. Our experience includes:
- Internal Investigations
- Grand Jury Investigations
- Avoidance of Indictments
- Enforcement Proceedings
- Trial Management & Litigation
Confidentiality throughout this process is paramount. We are sensitive to our client’s needs during information-gathering. Ethical behavior is integral to Clark Hill’s DNA. We will uphold our professional responsibilities and initiate reporting structures that preserve attorney-client privilege and client confidentiality.
When a resolution is not possible, Clark Hill’s attorneys are fully prepared to defend our clients in court. Our attorneys have the experience and judgment to zealously defend and represent our clients should litigation result.
Assisted clients on how to respond to growing demands to make their companies and products more sustainable, a goal increasingly being adopted by companies in the health care industry
Commented on EPA rulemaking s for a trade association representing a segment of in the health care industry
Tracks regulatory developments for health care industry clients to provide early warning of significant new regulations or risks to a company's business, particularly concerning issues relating to FIFRA compliance for chemicals which claim to reduce Ebola, norovirus, and other viruses that are unlikely to have been explicitly testing in the original pesticide registration process
Advised on methods of responding to regulatory agency and press concerns about the presence of "toxic" chemicals in products used by the health care industry
With assistance from Kristi Gauthier, Ed Hammond, Peter Domas and Bishop Bartoni, Kevin Hendrick and Nicole Tersigni successfully defended an insurance priority dispute, resulting in an extremely favorable judgment for firm client, United States Steel Corporation’s ERISA-governed Retiree Benefits Plan. U. S. Steel Retirement Plan was joined as a third-party defendant in a pending dispute by a No-Fault Automobile Insurance carrier, which had been sued by a healthcare service provider for unpaid patient attendant care fees. The No-Fault Carrier claimed that the obligation to pay for these services under Michigan No-Fault law fell to U. S. Steel Retirement Plan, which covered the patient (who was a former U. S. Steel employee). Ed, Bishop, Kristi and Peter lent their expertise to Kevin and Nicole in interpreting alleged conflicting insurance priority provisions and explanations of benefits. Kevin and Nicole crafted a legal argument that ultimately led to summary disposition in favor of U.S. Steel Plan, and against the No-Fault carrier, saving U.S. Steel Plan from payment of the healthcare fees, and also reimbursing U.S. Steel Plan for benefits it had earlier paid by mistake, out of priority. As the No-Fault carrier had rejected the Case Evaluation award prior to the filing of cross motions for summary disposition, it also appears that attorney fees are recoverable for our client. Kristi and Ed on Employee Benefit law, Bishop on Michigan No-Fault law, and Pete on Health Care issues, proved to be unbeatable resources.
Managed Care and Health Care Industry Litigation - Practiced before state and federal agencies and the courts relating to Medicare and Medicaid reimbursement issues.
Health Care Industry Litigation - Participated and litigated in several federal bankruptcy and state court receivership proceedings of hospitals.
Antitrust and Trade Regulation - Lead Counsel in an antitrust case which successfully put an end to a decade’s long boycott against one of the largest dental insurers in the country.
Managed Care and Health Care Industry Litigation - Counseled clients and litigated third party reimbursement and accounting for reimbursement issues.
Antitrust and Trade Regulation - Reported antitrust decisions include the following: Pennsylvania Dental Association v. Medical Service Association of Pennsylvania, 815 F.2d 270 (3d Cir. 1987), rev’g, 632 F.Supp. 653 (M.D. Pa. 1986), cert denied, 484 U.S. 851 (1987); Pennsylvania Dental Association v. Medical Service Association of Pennsylvania, 745 F.2d 248 (3d Cir. 1984), aff’g, 574 F.Supp. 457 (M.D. Pa. 1983), cert. denied, 471 U.S. 1060 (1985).
Antitrust and Trade Regulation - Antitrust litigation experience includes representing clients in the insurance, health care, soft drink, construction, manufacturing, hardware and building materials industries.
Managed Care and Health Care Industry Litigation - Litigated provider participation status under the Medicare program.
Managed Care and Health Care Industry Litigation - Litigated issues related to institutional providers’ Medicaid cost reports.
Counsel to mid-market health care companies including cancer treatment centers, dialysis centers, sleep labs, and ambulatory surgery centers providing lead counsel and coordinating legal counsel on a wide array of matters including corporate matters, operations, acquisition and divestiture transactions, joint venture projects, corporate governance, business planning and financial transactions, and legal compliance.
Represent healthcare insurers, third party administrators, managed care organizations and others in contractual, business and other disputes. Representation includes counseling clients and litigating issues regarding payments, accounting for payments, third party administration and self-insured health plan issues, fraud claims, among others