Michael W. Peregrine

Overview

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 and is a regular contributor to Forbes.com, where his articles focus on governance concerns.

Michael is outside governance counsel to many prominent corporations, including hospitals and health systems, voluntary health organizations, social service agencies, colleges and universities, and health insurance companies. Clients seek Michael’s counsel on matters relating to board conduct, structure, effectiveness, composition and controversy, as well as on internal and external/regulatory challenges to governance. He serves frequently as special counsel in connection with confidential internal board reviews and investigations. He regularly advises boards on complex business transactions, including more than 125 change-of-control transactions in his 39-year career.

Michael has particular expertise in advising boards on complex officer and director conflicts of interest and code of conduct issues.

Recently, Michael has served as lead transaction counsel in connection with a series of nationally prominent combinations of religious-sponsored health systems and large regional health systems/academic medical centers.

Michael is well known as a thought leader in corporate governance. He authors monthly columns on corporate governance for Corporate Counsel magazine and for publications of The Governance Institute. He is a regular contributor on corporate governance topics to The New York Times’ “Deal Book” feature; Corporate Board Member, The Chronicle of Philanthropy; The Harvard Law School Forum on Corporate Governance and Financial Regulation; The Columbia Law School’s Blog on Corporations and the Capital Markets, the New York University School of Law Compliance and Enforcement Forum and Law360.

Michael is noted for his extensive experience advising nonprofit corporations on matters of corporate law and governance. He authors a monthly publication, “Corporate Law and Governance Newsletter,” and moderates a monthly director education podcast, “Governing Health.”

Michael is a co-author of the three corporate governance compliance white papers published jointly by the Office of Inspector General (Department of Health and Human Services) and the American Health Lawyers Association.

Representation of corporations and their governing boards in matters such as:

Complex business transactions
Multi-corporate system restructurings
Fiduciary diligence in “innovative” investments
Corporate social responsibility
Strategies for navigating business disruption
Fiduciary diligence in “transformative” transactions
Governance reorganizations and bylaw restatements
Conflicts of interest review and resolution
Response to state and federal governance examinations, audits and litigation
Counsel to board committees (e.g., governance, investment, audit/compliance, executive compensation, search)
Resolution of disputes regarding intra-system fiduciary obligations
Disputes with chapters, affiliates and divisions
Compliance with the Uniform Management of Institutional Funds Act (UMIFA) / Uniform Prudent Management of Institutional Funds Act (UPMIFA)
Disputes regarding application of funds held in charitable trust
Roles and responsibilities of chief compliance officer and general counsel
Risk management and board compliance plan oversight obligations
Effectiveness of organizational compliance programs
Independent board investigative counsel regarding suspected breach of fiduciary duty or fraud

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Results

Outside counsel to Presence Health in the transfer of system control to Ascension Health (2018)
Outside Counsel to Providence St. Joseph Health in the formation of the “Sacred Trust” Joint Operating Company (2018)
Transaction counsel for the combination of St. Joseph Health System and Providence Health & Services (2016)