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
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)
- Outside counsel to Hackensack University Health Network in connection with its consolidation with Meridian Health System (2016)
- Outside counsel to Hackensack University Health Network in connection with its affiliation with Palisades Healthcare Systems, Inc. (2016)
- Outside counsel for Sylvania Franciscan Health in its corporate combination with Catholic Health Initiatives (2014)
- Transaction counsel for consolidation of St. Joseph Health System and Hoag Memorial Hospital Presbyterian (2013)
- Transaction counsel for consolidation of Swedish Health Services and Providence Health & Services System (2012)
- Outside counsel for the corporate reorganization of the American Cancer Society (2012)
Recognitions
- American Health Lawyers Association, appointed as a fellow in 2006
- The Legal 500 United States, 2015 to 2018
- The Best Lawyers in America, 1993 to 2019, Health Care Law
- Acritas Stars 2019, listed among independently rated lawyers
- LMG Expert Guides, Best of the Best, Healthcare, 2018
- The BTI Client Service All-Star Team for Law Firms, recognized three times, most recently in 2016, as a Client Service All-Star
- Chambers USA 2005 to 2019, characterized by clients as “a thought leader,” recognized as a “nationally prominent healthcare attorney, noted for his transactional capabilities and advice concerning governance issues,” and praised for his client service, including his responsiveness and his excellent work product
Credentials
Education
Northwestern University School of Law, JD, 1980
Texas Christian University, BA, 1977
Admissions
Illinois
