Corporate governance
Healthcare Corporate Governance Attorney
Work with a healthcare corporate governance attorney licensed in California, Illinois, and Tennessee on your bylaws, ownership agreements, board minutes, and annual state filings.
- 20+Years in-houseInside healthcare and life sciences companies
- 3State barsLicensed in California, Illinois, and Tennessee
- C-suiteFormer rolesChief Legal, Chief Compliance, and Chief Privacy Officer
- CIPP/USPrivacy credentialCertified Information Privacy Professional/United States
Bylaws, ownership agreements, board records, and annual filings are the paperwork behind your business. Regulators, payers, and future partners often ask for them first. We help maintain them and explain what each one is for, in words you can repeat to your own team.
When payers, lenders, or investors ask
Payers ask who owns and controls your medical, dental, or other healthcare practice, and many require you to report a change of ownership. Lenders and investors ask for your minutes and a certificate of good standing during diligence, their review before a loan or investment closes.
We help maintain that set and track what is coming due.
When an owner joins or leaves
Your ownership agreement sets who can buy in and what a departing owner's shares are worth. State law adds its own requirements for the transfer, and California, Illinois, and Tennessee each handle it differently.
We help update your agreement before the change and document the transfer under its terms.
The records we maintain
California, Illinois, and Tennessee each set their own annual filing requirements for corporations, and professional corporations in some states have additional registrations. This area of law continues to evolve.
Craig Clesson is licensed in California, Illinois, and Tennessee, so one counsel can track your filings across all three.
- Bylaws and operating agreements
- Shareholder and buy-sell agreements
- Board and shareholder minutes
- Written resolutions
- State annual reports and filings
- Professional corporation registrations
- Conflict of interest policies and disclosures
- Officer and director appointments
Contact us for a free consultation.
If you are a healthcare professional business owner or a healthcare business that is facing a tough question, maybe we can help. Contact us for a free consultation.
Contact us →Conflict of interest reviews
Board members and officers have fiduciary duties to their organizations. One of those duties is the duty of loyalty. That duty especially applies when those organizations deal with third parties, like vendors and investors. Potential or actual conflicts of interest could exist. Simply put, a conflict of interest is when a director's or an officer's personal interests could or do conflict with the interests of the organization they serve. To ensure directors and officers are fulfilling their duties of loyalty in those dealings, businesses like yours are expected to have a process in place to review for conflicts of interest.
When an owner or director (or anyone within your business) also refers patients or healthcare goods or services to third parties, or your business receives referrals from third parties, there are additional federal and state laws that apply. We help review the relationships, and advise how your business can handle them.
Nonprofit board governance
Charities register and report to state charity regulators, and California, Illinois, and Tennessee each set different requirements. Most also file Form 990, the annual return tax-exempt organizations file with the Internal Revenue Service (IRS).
Form 990 asks whether you have a written conflict of interest policy, and Schedule L, an attachment to the form, reports deals with board members. We help draft the policy and maintain the disclosures behind those answers.
Each document explained
Every document comes with a short note on what it does and when you'll need it next.
Your office manager can read the note and know which filing is due this quarter.