Advisories

Corporate & Business

Will the CEO See the Crisis Coming? Or, What Do Wells Fargo, United Airlines and Uber Have in Common?

will the ceo see the crisis coming?The daily news is filled with reports of corporate clumsiness and misdeeds, whether affecting employees or customers, or violations of law or societal norms, that threaten the goodwill and value of the companies involved. Why do such blunders occur, and how should company leadership both prevent the likelihood of such occurrences and respond when a crisis arises?... READ MORE

Convertible Notes, "Safes" and "Kisses": A Primer for Early Stage Companies Seeking Outside Investors

Safes and KissesIt is a rare company that can fund its growth using only internal cash flow. Start-ups and early stage companies can be particularly challenged because they often do not have access to either bank financing or venture capital since both sources typically require several years of positive operating results before a company becomes a viable candidate for either... READ MORE

Planning to Sell Your Company? The Pros and Cons of Asset Sales, Stock Sales and Mergers

Sales StructuresOnce you decide to sell your company and identify a potential buyer, one of the many issues you will have to negotiate with the buyer is how the sale will be structured. The most common structures are a sale of assets, a sale of stock or a merger. Before you get into a negotiation of structure, it is important to understand the pros and cons of each... READ MORE

Medical Franchising: A Practice Model for the Millennium

Medical FranchisingPhysician satisfaction is at a low-point, with one-third of family physicians and over half of certain specialists saying they would not choose to become doctors again if given a second chance.1 Shrinking reimbursements and a fifteen-minute patient encounter spent typing into the electronic medical record have turned the old-fashioned physician-patient relationship into a distant memory. Further, those practitioners who have sought relief from large, hospital based practices or accountable care organizations have often found themselves just as pressured by their new RVU compensation models, by quality metrics that often do not reflect the latest research, and by the ethical dilemmas present in systems where care-management eligibility is based upon the patient's payment model... READ MORE

Shareholder Demands for Confidential Company Information

confidentialWhat Are The Company's Rights And Obligations? Public companies are required to provide, on a regular basis, extensive information about their businesses and financial condition. All of that information is readily available to shareholders and others. Conversely, similar information regarding private companies is generally not available, even to its shareholders. For that reason, the laws of virtually every state give private company shareholders limited rights to receive non-public information regarding a private company in which they own an equity interest... READ MORE

Prioritizing Cybersecurity

CybersecurityLawyers today face enormous pressure in real time to adopt new technologies and those who do not may find it difficult to satisfy clients who expect immediate and continuous access to their attorney. The rules of professional conduct impose a duty on lawyers to provide competent representation, and the term "competence" would include at least a working familiarity with the technology that makes up much of the fabric of the clients' day-to-day lives from a personal and professional perspective... READ MORE

The Pros & Cons of Dual Class Stock Structures

Dual StockA so-called "dual class stock" structure is a tried and true method of ensuring that a group of shareholders (usually insiders, such as all or some of the founders, senior management or early investors in the company) maintain voting power that is disproportionate to their economic interest in the company... READ MORE

New Massachusetts Law Mandates Equal Pay For Comparable Work

Equal PayMassachusetts Governor Charlie Baker recently signed into law a new Massachusetts statute designed to ensure that male and female employees are paid equally for comparable work. However, the new statute does not become effective until July 1, 2018. The so-called "Act to Establish Pay Equality" (the "Act") has both a laudable purpose and the potential to create a compliance nightmare for employers... READ MORE

Death, Disability and the Closely-Held Business

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Our financial life has many stages involving shorthand long-term goals. An attorney, like any other business owner, devotes considerable energy and resources to creating and growing  their business. This process does not end until retirement...  READ MORE

Planning for the Next Step in the Family Business

BatonDuring the course of my career, I have represented family businesses of all shapes and sizes. It is an accepted fact that 95% of the businesses in the US are family owned and in many cases survive into two or more generations... READ MORE

Common Mistakes by Private Companies

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Legal issues arise for every business. Typically, privately owned companies do not have in-house counsel. To avoid expensive legal problems before they occur, wise business owners conduct thorough periodic reviews of policies and practices to identity and address areas that need improvement... READ MORE

Archived Corporate & Business Advisories


Nonprofit Organizations

The For-Profit Subsidiary as a Strategy for the Nonprofit

Nonprofit OrganizationLeadership in nonprofit organizations are challenged to find alternate strategies to generate revenue to support their mission, which have traditionally included fundraising and grants. The sources of income are shrinking for these categories making it ever more critical for leadership to think outside the traditional forms of third-party financial support... READ MORE

Analysis of a Tax-Exempt Nonprofit Organization

calculatorTax-exempt organizations exist for purposes recognized by federal law to fill a need not otherwise provided by government in the areas of charitable, educational, scientific and literary. The restrictions on revenue and profit for tax-exempt organizations are designed to maintain an even playing field with for-profit organizations while providing an opportunity to sustain the existence of nonprofits... READ MORE

Best Practices Checklist for Effective Nonprofit Management

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The board of trustees of a nonprofit organization has a fiduciary responsibility relating to policies, procedures and governance matters. The organization should conduct an annual review of its mission statement, structure, compliance policies, and financial viability in order to confirm that the business operation is being conducted in a manner consistent with the mission statement of the organization, as well as State and Federal law... READ MORE

Fiduciary Duties for the Board Member of a Nonprofit Organization office chairs

In Rhode Island as in most jurisdictions, board members for nonprofit organizations have broad oversight authority and they have the ability to directly impact policies for governance, financial matters and the strategic planning of their organization... READ MORE

First it was Enron ...Then Big Banks .... Is the Nonprofit Next?

It has been more than a decade since the American Competitiveness and Corporate Accountability Act of 2002 ("Sarbanes-Oxley Act") was signed into law and we have now had another recession caused in large part by irresponsible lending by banks. It was the same type of actions by Enron, Tyco, WorldCom and others that changed the corporate regulatory landscape forever; however, we seem to continue the trend of pushing the envelope in terms of transparency... READ MORE

Archived Nonprofit Organizations Advisories


Health Care Law

Challenges for Nursing Homes

Nursing HomeNursing home owners are significantly challenged to remain in compliance with federal and state regulations regarding resident care, admission and reimbursement. They must make certain they are in compliance with federal and state regulations... READ MORE

Cybersecurity and Health Care

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According to the U.S. Department of Health & Human Services Office of Civil Rights, during the first six months of 2015 more than 94 million individuals were subject to security breaches at health care organizations... READ MORE

 

Chronic Care Management by Federally Qualified Health Centers

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Beginning on January 1, 2016, the Centers for Medicare and Medicaid Services will reimburse Federally Qualified Health Centers for non face-to-face Chronic Care Management ("CCM") services... READ MORE

 

 

Advanced Care Planning

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Beginning on January 1, 2016, the Centers for Medicare and Medicaid Services will reimburse physicians and non-physician practitioners for certain Advanced Care Planning ("ACP") services... READ MORE

 

 

PLDO Criminal Defense Attorneys Obtain Deferred Prosecution Agreement for Health Care Organization - First in the Nation

A Rhode Island Hospital and several of its key personnel were indicted by a grand jury on criminal charges of conspiracy and scheming to defraud the State of Rhode Island and its citizens. The charges stemmed from a federal investigation into the executive directors' hiring of a part-time consultant to purportedly promote the activities of a corporation affiliated with the Hospital. The issue was that the part-time consultant was also a politician... READ MORE

Patient Engagement Results in Better Health and Lower Costs

Patient engagement and access to relevant data are essential to achieving the primary goals of the Affordable Care Act (ACA), which include better health and lower costs. Reducing emergency room visits and readmissions are critical to reducing the overall costs of healthcare and in theory, if an individual is involved in their own healthcare needs, has access to a primary care physician and current medical records the incident for admission to an emergency room should be extremely low. Achieving better health requires that the patient is armed with the right tools, technology and team... READ MORE

Criminal Defense Attorneys Obtain Deferred Prosecution Agreement for Health Care Organization - First in the Nation

A Rhode Island Hospital and several of its key personnel were indicted by a grand jury on criminal charges of conspiracy and scheming to defraud the State of Rhode Island and its citizens. The charges stemmed from a federal investigation into the executive directors' hiring of a part-time consultant to purportedly promote the activities of a corporation affiliated with the Hospital. The issue was that the part-time consultant was also a politician... READ MORE

Archived Healthcare Advisories