Podcasts about Caremark

Diabetes Connections with Stacey Simms Type 1 Diabetes

Play Episode Listen Later Oct 24, 2024 70:58

Welcome to the only roundtable podcast in compliance as we celebrate our second century of shows. In this episode, we have the quartet of Matt Kelly, Jonathan Marks, and Karen Moore; with host Tom Fox wearing a double hat as a commentator as well. We take up Root Cause Analysis, DEI questions in the Boeing monitorship, failures at TD Bank and a possible Caremark claim. 1. Matt Kelly takes a look into the commercial strategies which led to the compliance failures at TD Banks. He rants about the Boston's National Women's Soccer League team (now deleted) advertising campaign announcing the new team with the tagline ‘too many balls'. 2. Jonathan Marks explains the differences in a Root Cause Analysis and investigations. He shouts out the WNBA and the person who solved the Golden Owl puzzle. 3. Karen Moore takes a deep dive into the district court's request for more information on the impact of DEI on the Boeing monitorship. She rants about non-civility in the Supermarkets of America's Parking Lots. 4. Tom Fox takes a look at the potential Caremark claim against TD Bank for both Directors and Officers failures in their duties. He shouts out to GOP dominated Texas Legislature for subpoenaing Robert Roberson for an appearance before the House, one day before his scheduled execution and the Texas Supreme Court for staying his execution until he could appear. The members of the Everything Compliance are: Karen Woody – Is one of the top academic experts on the SEC. Woody can be reached at kwoody@wlu.edu Matt Kelly – Founder and CEO of Radical Compliance. Kelly can be reached at mkelly@radicalcompliance.com Jonathan Armstrong – is our UK colleague and an experienced data privacy/data protection lawyer in London. He can be reached at Armstrong@puntersouthall.law Jonathan Marks can be reached at jtmarks@gmail.com Karen Moore is a principal at Sounding Board Compliance, and can be reached at: Karen.moore@soundingboardcompliance.com The host and producer, rantor (and sometime panelist) of Everything Compliance is Tom Fox the Voice of Compliance. He can be reached at tfox@tfoxlaw.com. Everything Compliance is a part of the award-winning Compliance Podcast Network. Additional Resources: 1. Jonathan Marks on Root Cause Analysis on LinkedIn. 2. Matt Kelly on TD Bank's Enforcement Action on Radical Compliance. 3. Tom Fox on the potential Caremark claims in the TD Bank case on the Compliance Podcast Network blog. For more information on the Ethico Toolkit for Middle Managers, available at no charge, click here. Check out the full 3-book series, The Compliance Kids on Amazon.com. Learn more about your ad choices. Visit megaphone.fm/adchoices

FRIDAY WRAP: CVS's board coup, Zuck's firing spree, and “social independence” board fines

Business Pants

Play Episode Listen Later Oct 18, 2024 49:33

IntroductionLIVE from your ESG USB-C DIY LOL DEI Vape Pen, it's a Business Pants Friday Show here at October 18th Studios, featuring all of your favorites: AnalystHole Matt Moscardi! On today's weekly wrap up: Meta employees have acne but don't call CVS's Karen Lynch, meth-flavored TikTok, 3-headed CEOs, and even one-headed CEOs named Jamie that love to talk Our show today is being sponsored by Free Float Analytics, the only platform measuring board power, connections, and performance for FREE.Story of the Week (DR):CVS ousts CEO Karen Lynch, names Caremark head as new chief DR MMCVS Health Corp. named David Joyner as its new chief executive officer, ending a tumultuous tenure for current CEO Karen Lynch at the pharmacy giant.Longtime executive Joyner, 60, took over Thursday, according to a Friday release. The move comes after the company repeatedly missed earnings targets, setting off unrest among shareholders that spilled into public view in recent weeks.Last month, major CVS shareholder Glenview Capital began a significant push for changes at the company, CNBC previously reported.CNBC reported last month that CVS' board had engaged strategic advisors to weigh its options, including the potential of a breakup of its insurance and retail businesses.Joyner most recently oversaw the company's pharmacy services business as president of CVS Caremark, a similar position to the one Lynch held before she assumed the top job in February 2021. He began his career at Aetna in pharmacy benefit services and previously held the role of executive vice president of sales and marketing at CVS Health.“We believe David and his deep understanding of our integrated business can help us more directly address the challenges our industry faces, more rapidly advance the operational improvements our company requires, and fully realize the value we can uniquely create,” Chairman Roger Farah said in a statement.Lynch also stepped down from the company's board of directors this week, the company said Friday. Joyner will take a seat on the board, and Farah will assume the role of executive chairman.FFA: Karen Lynch (16%) vs. Roger Farah (16%)Meta fires staff for abusing $25 meal creditsMeta recently fired some employees for misusing a Grubhub meal perk.Roughly two dozen employees were terminated for abusing the company's meal credit system.The Grubhub perk is intended to support employees who work at locations where free meals aren't provided by a cafeteria or when employees work late and need food delivered to the office.Instead of purchasing meals, some Meta employees used the $25 credit to order other items, including laundry detergent, wine glasses, and acne pads, the person familiar with the situation said.The roughly two dozen staff were fired for a repeated pattern of misuseAmazon invests in nuclear energy, hot on the heels of Google and MicrosoftBig Tech continues to go nuclear as the artificial-intelligence boom drives energy demand to new heights.Amazon announced on Wednesday that it's anchoring a $500 million investment for X-energy to develop small, advanced modular nuclear reactors, which would provide carbon-free power for some of its data centers.Microsoft last month helped advance a plan to reopen the Three Mile Island plant, the site of one of the worst nuclear disasters in US history, and Google on Monday announced a partnership in small-modular-reactor tech with Kairos Power.A Sam Altman-backed nuclear power stock soared 150% in a monthParamount Will Allow Its 3 Co-CEOs to Resign and Receive Severance If They Are DemotedWith Paramount Global poised to be taken over by Skydance Media in 2025, the three execs running Paramount as co-CEOs — George Cheeks, Chris McCarthy and Brian Robbins — now have an additional provision in their employment agreements that will let them quit and receive severance benefits if they are demoted from their co-CEO roles.In addition, Cheeks, McCarthy and Robbins were each awarded grants of $3 million worth of restricted share units Prior to securing the deal with Skydance, Paramount dismissed former CEO Bob Bakish and formed the three-member Office of the CEO effective as of May 1 comprising: George Cheeks, president and CEO of CBS; Chris McCarthy, president and CEO, Showtime/MTV Entertainment Studios and Paramount Media Networks; and Brian Robbins, president and CEO of Paramount Pictures and Nickelodeon.guaranteed severance payments equivalent to two times their annual base salary plus twice their annual target bonus amount, among other benefitsFor Bob Bakish last year that severance would have amounted to nearly $50MThe change in compensation comes at a time when Paramount is aiming to reduce annual costs by $500 million ahead of its merger with Skydance Media. As part of these cost-cutting measures, Paramount started job cuts in August and plans to lay off 15% of its U.S.-based workforce in three phases by the end of the year."US judge orders Boeing, DOJ to detail diversity policy before deciding on pleaA federal judge on Tuesday ordered Boeing and the U.S. Justice Department to detail the impact of diversity and inclusion policies on the selection of an independent monitor before he decides whether to accept the planemaker's plea deal.While ordering DOJ and Boeing to respond to a series of questions about the diversity and inclusion policy and how it might affect the selection of an independent monitor, he also pointed out that it was not a disputed facet of the plea agreement."Critically, Boeing did not voice any objection to this provision," the judge said in his order.O'Connor also wants the planemaker to detail how its existing diversity, equity and inclusion policies "are used in its current compliance and ethics efforts."U.S. District Judge Reed O'Connor held a hearing Friday as he considers whether to approve Boeing's agreement to plead guilty to conspiring to defraud regulators. The deal would include oversight for three years by an independent monitor.Reed Charles is a United States district judge of the United States District Court for the Northern District of Texas. O'Connor has become a "go-to" favorite for conservative lawyers, as he reliably rules against Democratic policies and for Republican policies.Elon Musk is bringing lawsuits to Texas. A judge with Tesla stock keeps hearing themBillionaire Elon Musk seems to have found a new favorite federal judge: Reed O'Connor in Fort Worth, Texas.Musk's social media company X has filed two major lawsuits against groups he sees as antagonists, and O'Connor is presiding over both of them, even though none of the parties is based in Texas.So far, O'Connor has delivered stunningly pro-Musk decisions, which have gained widespread attention.What has garnered less attention: O'Connor's investment in Tesla, between “$15,001 and $50,000” of Tesla stock, according to his most recent publicly available financial disclosure filing.The order is the latest hurdle Boeing faces to avoid a potentially embarrassing trial and plead guilty to misleading the Federal Aviation Administration and violating a 2021 deferred prosecution agreement.Assholiest of the Week (MM):SEC charge hinges on director's lack of ‘social independence' DR MMYou're kidding SEC - on average, 20% of every US large cap board is connected inside two degrees JUST FROM OTHER BOARDSWe just covered Parker Hannifin on our show Proxy Countdown and found that 100% of the board worked within 250 miles of one another, and 40% of them were from Ohio!Where are the regulations on this? If you're policing social independence, barring directors from future directorships, just because it wasn't disclosed - NONE OF THEM ARE DISCLOSED!It can't be that a former employee of the company like Leslie Kilgore on the Netflix board, who worked under Reed Hastings AT NETFLIX from 2000-2012, can NOW be considered “independent” on a board… WITH FOUNDER REED HASTINGS… and not have a lack of “social independence”?Digital tobaccoTikTok knew its algorithm harmed kids, accidentally revealed internal documents show14 states are suing TikTok35 minutes from starting use of the app to addiction - that's faster than meth where dependency can take days to weeksMeta must face US state lawsuits over teen social media addictionVOTE EVERY DIRECTOR ON A DIGITAL TOBACCO COMPANY BOARD OUT OF EVERY OTHER BOARD THEY SIT ONThere are 40 directors of Alphabet, Meta, Snap, and PinterestThose directors have 72 directorshipsThere are 22 of them that have directorships on other boardsEliminate OTHER dual class asshole companies, and you have 15 directors to vote out - stop selling digital tobacco or you lose your jobUnited Airlines (NASDAQ:UAL) Board of Directors Approves Share Buyback ProgramFour years ago we bailed out the airlines after UA posted a 6bn loss followed by a 1bn lossThe last year net income declined 15% to less than 1bnThe highest TSR performer on the board that approved this has a history of .488 batting average - meaning they are below average of .500 - and they are the HIGHEST ON THE BOARDOf the 13 bloated board members, two have earnings batting averages above .500 - the rest are all below .350!This is one of the worst performing, most interconnected boards in America - and they are spending over $1bn they don't have to grease the palms of investorsYou can send thank you notes to Vanguard (14% of shares) and Primecap (9% of shares) when they stop serving you hot food and force you to sit in an overhead binGoodliest of the Week (MM/DR):DR: Teen tobacco use falls to 25-year low as fewer pick up e-cigarettesDR: Union petitions skyrocket under Biden, doubling for the first time in 50 yearsMM:Supreme Court Allows E.P.A. to Limit Power Plant EmissionsMM: JPMorgan's Dimon Says Economy ‘Remains Resilient'Headliniest of the WeekDR: JPMorgan CEO Jamie Dimon Says We Shouldn't Put Our Heads In The Sand, 'We Have To Find A Better Way To Help The People Who Get Hurt By AI'Jamie Dimon suggests he'll remain at JPMorgan for a very long time: "I intend to be doing what I'm doing — I almost guarantee I'll be doing this — for a long period of time, or at least until the board kicks me out"MM: JPMorgan CEO Dimon says cash is very valuable when the future looks ‘treacherous'Who Won the Week?DR: 3-headed CEOsMM: The Shareholder Primacy podcast with Mike Levin and Ann Lipton - Activist Investors Are Podcasters NowPredictionsDR: Disney's post-Iger succession planning is to replace him with six-headed CEO:Chadwick "Chaz" Van Buren III – The overly confident CEO who insists on golfing metaphors during board meetings.Reginald P. Throckmorton – Always talking about the "good old days" and using phrases like "back in my day."Wellington "Wells" Haverford – A CEO who embodies the old-school, silver-haired corporate type with a massive corner office.Bartholomew J. Wainscott – A pompous executive with a fondness for outdated business jargon like "synergy" and "paradigm shift."Milton C. Kensington – Known for his oversized suits, outdated tech skills, and resistance to change.Horace F. Farnsworth – The CEO who refuses to retire, always seen with suspenders and a comb-over.MM: Kids start playing a new game called “Jamie Says” in which a kid says something louder and louder and everyone else called “the reporters”, writes them down furiously

In the News... Hurricane aid, Medtronic recall, Mounjaro supply update, stem cell T1D success... and more!

Play Episode Listen Later Oct 11, 2024 8:37

It's In the News.. a look at the top headlines and stories in the diabetes community. This week's top stories: Hurricane aid for people with diabetes, Medtronic safety warning, stem cell updates for type 1, new study about teens and young adults with type 1, and Ryan Reed returns to racing. Find out more about Moms' Night Out Please visit our Sponsors & Partners - they help make the show possible! Learn more about Gvoke Glucagon Gvoke HypoPen® (glucagon injection): Glucagon Injection For Very Low Blood Sugar (gvokeglucagon.com) Omnipod - Simplify Life Learn about Dexcom Edgepark Medical Supplies Check out VIVI Cap to protect your insulin from extreme temperatures Learn more about AG1 from Athletic Greens Drive research that matters through the T1D Exchange The best way to keep up with Stacey and the show is by signing up for our weekly newsletter: Sign up for our newsletter here Here's where to find us: Facebook (Group) Facebook (Page) Instagram Twitter Check out Stacey's books! Learn more about everything at our home page www.diabetes-connections.com Reach out with questions or comments: info@diabetes-connections.com Episode transcription with links: Hello and welcome to Diabetes Connections In the News! I'm Stacey Simms and every other Friday I bring you a short episode with the top diabetes stories and headlines happening now. XX Hurricane Insulin efforts XX Medtronic has notified customers that battery issues with its Minimed 600 and 700 series insulin pumps could cause the devices to stop delivering insulin significantly sooner than expected. A “low battery pump” alert, intended to signal up to 10 hours of remaining battery life, may be displayed on the device even if much less time is left. Medtronic told customers they could contact the company to determine the need for a replacement pump. Medtronic said it received 170 reports of hyperglycemia and 11 reports of diabetic ketoacidosis in the U.S., from January 2023 to September 2024, potentially related to the issue. Pump models including the Minimed 630G, 670G, 770G and 780G systems are affected by the notice. https://www.medtechdive.com/news/Medtronic-Minimed-insulin-pumps-recall-battery-life/729019/ XX A woman has undergone a stem-cell therapy made from her own cells, to treat her type 1 diabetes. Researchers in China discovered the woman did not need to use insulin 75 days after the procedure, and that the stem-cell derived islet cells she was injected with had been engrafted inside her abdomen. the case is the first of its kind, and two more people have been enrolled in the clinical trial in China since, researchers involved in the study told Medical News Today. Other stem-cell based therapies for type 1 and type 2 diabetes are also currently in development and in trials. For this case study, researchers based in Tianjin First Central Hospital, Nankai University, Tianjin, China took fat cells from a 25 year-old woman with type 1 diabetes, and chemically induced them to behave as pluripotent stem cells, a type of cell that can develop into other types of cell. They then used these to create islet cells, which typically exist in the pancreas and create insulin, a hormone that regulates levels of glucose (sugar) in the bloodstream. The patient in this case study had previously had two liver transplants and a failed pancreas transplant due to complications that had arisen due to her diabetes. The induced islet cells made from the patient's own cells were then injected between the skin and abdominal muscles. Researchers discovered that these successfully engrafted in the patient, including growing their own vasculature. Before the procedure she produced enough insulin to reach her target glycemic range 43.18% of the time, and 4 months later this increased to 96.2% of the time. She was also shown to have lower glycated hemoglobin, which indicated long-term systemic glucose levels at a non-diabetic level. https://www.medicalnewstoday.com/articles/stem-cell-therapy-reverses-type-1-diabetes-in-groundbreaking-case-study XX The state of Texas is accusing major pharmacy benefit managers and drug companies of colluding to raise the cost of insulin. Texas alleged drug manufacturers Eli Lilly, Novo Nordisk and Sanofi raise the price of insulin and then pay an undisclosed amount back to PBMs Optum Rx, Express Scripts and CVS Caremark through a quid pro quo agreement. PBMs then give preferred status on its standard formularies to drugs with the highest list prices, the state said. Insulin costs $2 to produce and could be purchased for $20 in the 1990s but now costs up to $700, the Office of the Attorney General of Texas wrote in a news release. The filing goes so far as to describe a LinkedIn group these executives would use to discuss insulin pricing tactics. The Federal Trade Commission (FTC) recently sued Optum Rx, Express Scripts and Caremark for rising insulin prices and anticompetitive practices. The PBMs reject the FTC's findings. Drug manufacturers were not included in the lawsuit. Texas' lawsuit also noted the consolidation in the PBM market, arguing it gives PBMs a “disproportionate amount of market power.” Nearly 40 PBM entities have now been consumed by UnitedHealth Group, Cigna and CVS Caremark. https://www.fiercehealthcare.com/payers/texas-sues-pbms-manufacturers-over-insulin-conspiracy XX Canadian teens and young adults living with diabetes face double the risk of hospitalizations and emergency room visits compared with younger children with the condition, say doctors suggesting changes to how care is organized for affected families. In the October issue of the journal The Lancet Diabetes and Endocrinology, Dr. Meranda Nakhla, a pediatric endocrinologist at the Montreal Children's Hospital, and her team used Quebec health administrative data to estimate the risk of gaps in regular diabetes care for complications in children under 10, and adults up to age 23. "With adolescents and young adults, [the complication] tends to be more related to an insulin omission and maybe just feeling burnt out from having diabetes and just not wanting to deal with it," Nakhla said. "They may stop taking insulin and a day later end up in the emergency room with diabetic ketoacidosis." Part of the challenge, Nakhla said, is for parents to take a step back from managing all aspects of their child's diabetes to a more supportive role that allows the child to have more autonomy. What's new about the Quebec findings is they highlight how gaps in diabetes care visits start at a younger age than previously looked at, said Dr. Rayzel Shulman, a pediatric endocrinologist at Toronto's Hospital for Sick Children. Since the brains of adolescents and young adults aren't fully developed, planning ahead, thinking about the consequences of their actions and controlling impulses differs from their parents. As part of an ongoing study, Shulman's team uses text messages to send adolescents and young adults appointment reminders as well as monthly diabetes messages. They recently added an artificial intelligence chat bot programmed with answers from trusted sources. https://www.cbc.ca/news/health/diabetes-pediatric-1.7345526 XX A trade organization representing compounding pharmacies that make unbranded versions of the weight loss drugs Mounjaro and Zepbound has filed a lawsuit against the Food and Drug Administration (FDA) for declaring an end to the shortage, effectively halting the sale of “copycat” versions of these drugs. On Oct. 2, the FDA announced that the nearly two-year-long shortage of tirzepatide, the active ingredient in Mounjaro and Zepbound, had ended. This was after the agency said it had confirmed the manufacturer, Eli Lily, had a manufacturing capacity that “can meet the present and projected national demand.” With the shortage over, the ability of compounding pharmacies to sell unbranded, replicated versions of these drugs came to a near halt. There are two types of compounding pharmacies: 503A and 503B. The Outsourcing Facilities Association (OFA) represents 503B compounding pharmacies, which can create prescription-specific compounded drugs as well as bulk orders. The OFA and the compounding pharmacy North American Custom Laboratories filed their lawsuit against the FDA on Monday, alleging the agency was “abruptly depriving patients of much needed treatment and artificially raising drug prices.” “Ignoring evidence that the shortage persists, FDA removed Tirzepatide from the shortage list without notice, without soliciting input from affected parties and the public, and without meaningful rationale,” said their complaint. The evidence that the plaintiffs cited for the shortage persisting was that the FDA noted in its announcement that “patients and prescribers may still see intermittent localized supply disruptions as the products move through the supply chain from the manufacturer and distributors to local pharmacies.” Eli Lilly made a similar statement after the shortage was declared over, saying, “Patients' experiences looking for a particular dose of medicine in their local pharmacies may vary. The supply chain is complex, especially for refrigerated medicines, and there may be many reasons why a particular pharmacy does not have a particular dose of the medicine in stock. ” https://thehill.com/policy/healthcare/4922234-trade-group-sues-fda-over-ending-mounjaro-zepbound-shortage/ XX New project in Europe to provide data to enable more people with diabetes who use insulin to work as commercial pilots and air traffic controllers. The European Union Aviation Safety Agency project focuses mainly on pilots and air traffic controllers, but the data being collected will apply to cabin crew and passengers with diabetes as well currently only three countries in Europe — the United Kingdom, Ireland, and Austria — allow them to obtain a license that enables them to fly commercially, under a strict protocol that was first launched by the UK Civil Aviation Authority in 2012. The Irish Aviation Authority joined in 2015, and Austro Control followed in 2016. https://www.medscape.com/viewarticle/eu-program-aims-ensure-safety-pilots-who-use-insulin-2024a1000ia6 XX Edgepark commercial XX The two-time Xfinity Series winner was competing at Talladega in McAnally-Hilgeman Racing's No. 91 truck for his first start of the season. The last time Reed drove in a NASCAR event came last fall at Las Vegas Motor Speedway in the Xfinity Series, and his most recent Truck start came in the spring of 2021 at Darlington Raceway. “I couldn't stop making mistakes early on,” Reed said. “The truck was so fast. I think more than anything I'm really proud of myself for being able to get out there and make aggressive pushes and be able to kind of rise to the occasion.” See also Grant Enfinger Wins Talladega, Advances to Championship 4 Despite the speed, Reed's truck burst into flames shortly after crossing the finish line. Reed said he stared at the door of teammate Christian Eckes while he crossed the line in the middle of a multi-truck pileup. “Gosh, we could go anywhere we wanted today,” Reed told Frontstretch. “I made a lot of mistakes, but we put ourselves in position at the end. I hate that Bill [McAnally] has torn up race trucks.” Friday marked Reed's sixth start in the past six years in Truck and Xfinity equipment, something Reed said might have added some doubt. “When you're sitting on the couch every weekend, you think you can do it,” he reflected. “I remember I used to race every single weekend, I know how to get around these plate tracks, but you don't know, right? “It's really gratifying to come off the couch and remind myself, like ‘hey I can still do this,' at least at superspeedways. I think I can do it at other tracks too.” The day ended in a combination of a career-best Truck Series finish and a ball of fire for Ryan Reed in his return to NASCAR Craftsman Truck Series competition on Friday (Oct. 4). https://frontstretch.com/2024/10/04/ryan-reed-scores-career-best-finish-in-truck-series-return/ XX Join us again soon!

FTC suing major pharmacy managers over insulin prices

Chicago's Afternoon News with Steve Bertrand

Play Episode Listen Later Sep 25, 2024

Lisa Dent is joined by Shannon McNulty, Partner at Clifford Law Offices, to discuss the U.S. Federal Trade Commission’s decision to go after CVS Health’s Caremark, Cigna’s Express Scripts, and UnitedHealth Group’s Optum regarding their alleged pattern of steering people towards overpriced insulin.

September 25, 2024 – The $11bn Forfeiture Edition

Daily Compliance News

Play Episode Listen Later Sep 25, 2024 7:16

Welcome to the Daily Compliance News. Each day, Tom Fox, the Voice of Compliance, brings you compliance-related stories to start your day. Sit back, enjoy a cup of morning coffee, and listen to the Daily Compliance News. All from the Compliance Podcast Network. Each day, we consider four stories from the business world: compliance, ethics, risk management, leadership, or general interest for the compliance professional. In today's edition of Daily Compliance News: Carolyn Ellison is sentenced to 2 years in prison and forfeits $11 billion. (NYT) Wagner Group used HSBC and JPMorgan for payments. (FT) China probes PVH. (Reuters) Wells Fargo must face a Caremark claim. (Reuters) For more information on the Ethico Toolkit for Middle Managers, available at no charge, click here. Check out the full 3-book series, The Compliance Kids on Amazon.com. Learn more about your ad choices. Visit megaphone.fm/adchoices

amazon voice compliance jp morgan hsbc middle managers tom fox forfeiture pvh compliance podcast network caremark

Legal News for Mon 9/23 - Ryan Routh in Court, FTC Lawsuit Over Insulin Prices, AI Copyright Appeal, Ethics Breaches at Jackson Walker LLP

Minimum Competence

Play Episode Listen Later Sep 23, 2024 6:47

This Day in Legal History: McKinley Assassin Stands TrialOn September 23, 1901, the trial of Leon Czolgosz began for the assassination of President William McKinley. Czolgosz, an anarchist, had shot McKinley on September 6 at the Pan-American Exposition in Buffalo, New York. Despite efforts to save him, McKinley died eight days later from gangrene caused by the bullet wounds. The trial was swift, lasting only eight hours over two days, as Czolgosz had already confessed to the crime. His defense team, appointed by the court, argued that Czolgosz was insane, but he refused to cooperate with his lawyers or plead insanity.The prosecution presented overwhelming evidence, including eyewitness testimonies and the fact that Czolgosz shot McKinley at point-blank range in a public setting. The jury deliberated for less than 30 minutes before finding him guilty of first-degree murder. Czolgosz was sentenced to death and was executed by electric chair on October 29, 1901. His trial and execution sparked discussions about the influence of anarchism in the U.S. and led to increased efforts to suppress political radicalism in the early 20th century.From a presidential assassin from history to a would-be modern day presidential assassin, Ryan W. Routh, a 58-year-old suspect accused of attempting to assassinate former U.S. President Donald Trump, is set to appear in court on Monday. Routh allegedly hid near Trump's Florida golf course on September 15, pointing a rifle through the tree line while Trump played golf. Although he did not fire a shot and lacked a direct line of sight to Trump, who was several hundred yards away, Routh was charged with two gun-related crimes: possession of a firearm as a convicted felon and possession of a firearm with an obliterated serial number. Additional charges may follow.A Secret Service agent spotted the weapon and fired in Routh's direction, causing him to flee. He was later arrested on a nearby highway. Prosecutors are expected to argue for his detention, citing public safety concerns. The FBI is investigating the incident as an apparent assassination attempt ahead of the upcoming November presidential election. Authorities have not yet disclosed a motive, though Routh, a convicted felon with a history of supporting Ukraine, previously made statements in a self-published book suggesting that Trump could be a target for assassination. Cellphone data shows Routh may have been in the area for 12 hours before being apprehended.Trump attempted assassination suspect Ryan Routh to appear in court | ReutersAn appeals court panel recently reviewed procedural issues in Stephen Thaler's attempt to copyright an AI-generated image, raising concerns that the court may avoid larger questions about AI and copyright law. Thaler argued that his AI, the "Creativity Machine," autonomously created the work in question, but the U.S. Copyright Office rejected his application, and a lower court dismissed his case. The court found that Thaler had waived the argument that he was the author by continuing to claim the machine was the creator.During the appeal, the judges suggested that Thaler's argument may be barred since his appellate brief did not challenge the lower court's finding that he had waived his authorship claim. Legal experts fear this focus on procedural flaws could prevent the court from addressing significant issues about the role of human creativity in AI-generated works.If the court rules that AI-created works cannot be copyrighted, it could have far-reaching effects, leaving AI-generated content like images and text unprotected and placing them in the public domain. The court's decision may not close the door on AI-assisted works, but it raises questions about where the line is drawn between human and machine-generated creativity. The case highlights ongoing uncertainties about how copyright law will adapt to AI's growing role in creative industries. The key legal issue here is the court's focus on procedural waiver, which may limit the scope of the ruling and leave broader questions about AI and copyright unresolved.AI Art Appeal's Procedural Flaws Put Broader Ruling in DoubtThe U.S. Federal Trade Commission (FTC) has sued the three largest pharmacy benefit managers (PBMs)—UnitedHealth's Optum, CVS Health's Caremark, and Cigna's Express Scripts—accusing them of inflating insulin prices to gain larger rebates from pharmaceutical companies. The FTC claims that these PBMs steered patients towards higher-priced insulin by excluding cheaper alternatives from coverage, harming those with coinsurance or deductibles who couldn't benefit from the rebate. Together, these three companies control 80% of U.S. prescriptions.The PBMs denied the allegations, arguing that their practices have lowered insulin costs for businesses and patients. The case represents a significant step in the Biden administration's push to lower drug prices, particularly insulin, which has seen soaring costs over the past decade. FTC Deputy Director Rahul Rao labeled the PBMs as "medication gatekeepers," accusing them of profiting at the expense of diabetic patients.The lawsuit did not target insulin manufacturers like Eli Lilly, Sanofi, and Novo Nordisk but criticized their role in the system. The drugmakers supported reforms to lower patient costs and highlighted their programs to cap insulin prices at $35. The FTC's suit aims to address broader concerns about the U.S. healthcare system's structure and the rising cost of life-saving medications like insulin.US FTC sues drug 'gatekeepers' over high insulin pricesFTC Sues CVS, Cigna, UnitedHealth Over Rising Insulin Costs (1)Jackson Walker LLP is facing disciplinary action after a federal judge found the Texas law firm breached its ethical duties by failing to disclose a secret relationship between one of its attorneys, Elizabeth Freeman, and former Houston bankruptcy judge David R. Jones. Judge Marvin Isgur issued a scathing letter on Friday, criticizing the firm for concealing the affair, which he said violated professional responsibilities and "defiled the very temple of justice." Isgur recused himself from cases involving the firm following this recommendation.The relationship came to light after Freeman, a former partner at Jackson Walker, continued to see Jones despite telling the firm in 2021 that the relationship had ended. Isgur accused the firm of knowingly withholding this information from clients and the court, calling it an "inconceivable" ethical breach. The U.S. Trustee is now attempting to recover up to $18 million in fees earned by Jackson Walker in cases overseen by Jones while he was dating Freeman.The disciplinary case has been referred to Judge Lee H. Rosenthal, and Jackson Walker faces potential penalties, including disbarment or suspension. The firm denies violating ethical rules and claims Freeman misled them. However, Isgur emphasized that the firm's decision to protect itself at the expense of its clients and professional obligations was "intolerable." A public hearing is expected to follow, giving Jackson Walker a chance to respond to the charges.Jackson Walker ‘Defiled the Very Temple of Justice,' Judge Says This is a public episode. If you'd like to discuss this with other subscribers or get access to bonus episodes, visit www.minimumcomp.com/subscribe

new york texas donald trump ai joe biden ukraine fbi legal court ethics buffalo prices lawsuit appeal copyright freeman trustees secret service ftc authorities prosecutors cell phone insulin federal trade commission eli lilly sanofi novo nordisk breaches cigna cvs health thaler william mckinley optum pbms routh copyright office legalnews express scripts elizabeth freeman jackson walker caremark us ftc leon czolgosz pan american exposition david r jones

Episode 138, The AI in The EU Edition

Play Episode Listen Later Aug 8, 2024 86:43

Welcome to the only roundtable podcast in compliance as we celebrate our second century of shows. We have a plethora of topics for this episode, including the DOJ Whistleblower Incentive Program, a look at Solar Winds, a new Caremark decision, an effective internal audit and the new AI law in the EU, which we slice and dice from a variety of perspectives. We have the full quintet of Matt Kelly, Jonathan Armstrong, Karen Woody, Jonathan Marks, and our newest panelist, Karen Moore, all hosted by Tom Fox. 1. Jonathan Armstrong takes a look at the new EU Low regarding AI. He shouts out to Sir Andy Murray for a great career and life. 2. Matt Kelly asks multiple questions about the form of the guilty plea and what it may mean for compliance professionals going forward. He rants about Wyoming Senator Cynthia Lummis and her legislation for a Strategic Bitcoin Reserve. 3. Karen Moore considers the Centene case, which denied a Caremark claim. She rants about German TV only showing German competitors in their Olympic coverage and she shouts out to the perseverance of Ukrainians, where students attending class at the Kyiv School of Economics will stop class during an air raid and start class again when the All Clear is given. 4. Tom Fox shouts out to Simone Biles and the beauty, power, and grace of women's gymnastics at the Olympics, going back to Olga Korbut. 5. Karen Woody takes a deep dive into the district court's recent dismissal of the SEC complaint against SolarWinds. She shouts out to President Biden for bringing hostages home from Russia and a job well done. 6. Jonathan Marks reviews what makes internal controls effective. The members of Everything Compliance are: Karen Woody is one of the top academic experts on the SEC. Woody can be reached at kwoody@wlu.edu Matt Kelly is Founder and CEO of Radical Compliance. Kelly can be reached at mkelly@radicalcompliance.com Jonathan Armstrong is a UK colleague and an experienced data privacy/data protection lawyer in London. He can be reached at his new law firm, jonathan.armstrong@puntersouthall.law Jonathan Marks can be reached at jtmarks@gmail.com Karen Moore can be reached at kmoore51@fordham.edu The host and producer, rantor (and sometime panelist) of Everything Compliance is Tom Fox the Voice of Compliance. He can be reached at tfox@tfoxlaw.com. Everything Compliance is a part of the award-winning Compliance Podcast Network. Learn more about your ad choices. Visit megaphone.fm/adchoices

ceo founders ai uk voice olympic games russia joe biden german european union economics sec ukrainian compliance simone biles woody solarwinds matt kelly german tv tom fox centene jonathan marks sir andy murray all clear compliance podcast network karen moore caremark jonathan armstrong radical compliance karen woody everything compliance

Bob Tarun and Peter Tomczak on the FCPA Handbook, Part 2

china middle east walmart delaware southeast asia goldman sachs handbook doj tarun glencore fcpa caremark

Play Episode Listen Later Jul 29, 2024 24:59

Welcome to the award-winning FCPA Compliance Report, the longest running podcast in compliance. In this edition of the FCPA Compliance Report, I conclude this two-part episode with Bob Tarun and Peter Tomczak from Baker & McKenzie who discuss the latest edition of their book the Foreign Corrupt Practices Act Resource Handbook. This episode provides an in-depth exploration of Delaware law's Caremark duties and their evolution, particularly in anti-corruption compliance. The discussion highlights the challenges boards face in implementing and overseeing compliance programs. Additionally, it delves into the intricacies of defending FCPA investigations, with insights into recent high-profile cases such as those involving Walmart, Glencore, and Goldman Sachs. The conversation also covers the international trends in anti-bribery and corruption enforcement, particularly focusing on regions like China, Southeast Asia, and the Middle East. Key compliance strategies and the importance of cross-border data privacy considerations in investigations are discussed, along with a critical look at the DOJ's sophistication in evaluating corporate compliance programs. Highlights in this Episode · Introduction to Caremark and Delaware Law · Key Strategies for FCPA Investigations · Challenges in FCPA Trials and Compliance · International Anti-Corruption Trends · Future of FCPA Enforcement Resources Foreign Corrupt Practices Act Handbook Bob Tarun Email: RobertWTuran@gmail.com Phone: 312-714-0225 Peter Tomczak LinkedIn Baker & McKenzie Tom Fox Instagram Facebook YouTube Twitter LinkedIn Learn more about your ad choices. Visit megaphone.fm/adchoices

GWIC and Everything Compliance

Great Women in Compliance

Play Episode Listen Later Jun 20, 2024 58:41

Welcome to the Great Women in Compliance podcast on the Compliance Podcast Network, sponsored by Corporate Compliance Insights. In today's episode, we have a special episode, which is cross-posted with Everything Compliance, which we call Ladies Night: Exploring Compliance in All-Female Podcast Takeover. In this special Ladies Night edition of the Everything Compliance Podcast, guest host Christy Grant Hart is joined by notable women in compliance as guest panelists, Karen Woody, Karen Moore, Lisa Fine, and Hema Lomax for an in-depth discussion. Topics covered include the complexities of Caremark duties and its recent interpretations, Boeing's ongoing compliance issues, the implications of the Mike Lynch acquittal on due diligence, and ways to enhance the effectiveness of compliance training. The episode wraps up with each guest sharing their rants or raves, offering insights and reflections on the state of compliance today. Highlights Include · Karen Woody on Caremark Duties Explained · Karen Moore on Boeing's Compliance Issues · Lisa Fine on the Mike Lynch acquittal and HP's Acquisition of Autonomy · Hemma Lomax on Effective Compliance Training · Rants and Raves You can join in the LinkedIn podcast community Join the Great Women in Compliance podcast community here.

compliance boeing acquisition hp ladies night mike lynch great women compliance podcast network karen moore caremark lisa fine karen woody corporate compliance insights everything compliance

Episode 136-The Great Women in Compliance edition

Play Episode Listen Later Jun 20, 2024 61:18

Welcome to the only roundtable podcast in compliance as we celebrate our second century of shows. In this episode, we have a very special group of guest panelists and one special guest host; some of the great women in compliance. In this special episode, Everything Compliance is by Kristy Grant-Hart, and the guest panelists include Karen Woody, Karen Moore, Lisa Fine and Hemma Lomax. 1. Karen Woody takes a deep dive into the current evolution of Caremark in Delaware. She raves about her alma mater UVA making the college baseball World Series and for this special GWIC-inspired edition of Everything Compliance. 2. Host Kristy Grant-Hart shouts out to Rachel Rogers, author of We Should All Be Millionaires and her call to action for women to lead more in politics, in business and in entrepreneurship. 3. Karen Moore explores whether Boeing will be prosecuted under its current DPA. She sends sympathies to the family of John Burnett, the Boeing whistleblower who died. 4. Lisa Fine takes a deep dive into the recent acquittal of Mike Lynch in his criminal case for the sale of Autonomy to HP. In her Raves and Rants segment, she has two raves. First to all the Dads out there, Happy Father's Day. Her second is to Compliance Week retiring EIC Kyle Brasseur for his tenure at Compliance Week. 5. Hemma Lomax goes into a deep rant about compliance training. She raves about Everything Compliance for its first Great Women podcast and to Jiminy Cricket, whose signature phrase is “Let your conscience be your guide.” The members of this special episode of Everything Compliance are: • Karen Woody – Is one of the top academic experts on the SEC. She is also the co-host of the award-winning podcast, The Woody Report. • Karen Moore is an Adjunct Law professor at the Fordham School of Law. • Lisa Fine – is a co-host of the award-winning Great Women in Compliance. • Hemma Lomax- is a co-host of the award-winning Great Women in Compliance. The host of this special episode of Everything Compliance is Kristy Grant-Hart, founder of Spark Compliance and co-host of the award-winning podcast 2 Gurus Talk Compliance. Learn more about your ad choices. Visit megaphone.fm/adchoices

law world series sec dads delaware compliance boeing rants hp autonomy happy fathers uva raves dpa jiminy cricket mike lynch great women we should all be millionaires john burnett karen moore caremark compliance week kristy grant hart lisa fine karen woody everything compliance

Checking in on the Caremark Cases

Play Episode Listen Later May 27, 2024 12:28

Over the last ten years, we have seen a marked shift from the Delaware Chancery Court chipping away at corporate board member liability claims. In a number of seminal cases involving Boeing airplane crashes (In re the Boeing Co. Derivative Litig., No. 2019-0907 (Del. Ch. Sept 7, 2021)), and deadly listeria outbreaks from tainted ice cream (Marchand v. Barnhill, 212 A.3d 805 (Del. 2019)), Delaware Courts have upheld plaintiffs' cases against claims of failing to adequately plead violations of the standards set forth in Caremark, 698 A.2d 959 (Del. Ch. 1996), (establishing basic pleading requirements to withstand motions to dismiss). In this episode, Mike Volkov provides a comprehensive update on the recent Caremark decisions issued by the Delaware Chancery Court, underscoring their importance for accountability and governance in the corporate world.Caremark oversight duties stem from the well-established duty of loyalty and its subsidiary duty of good faith. To plead a Caremark claim, a plaintiff is required to put forth adequate facts from which a factfinder can make a reasonable inference that the fiduciary acted in bad faith. Under Caremark, bad faith can be established when a fiduciary: “(1) utterly fail[s] to implement any reporting or information system or controls," or (2) having implemented such a system or controls, consciously fail to monitor or oversee its operations, which results in a failure to act or attend to a risk or problem requiring their attention or response. Last year, the Chancery Court made a groundbreaking decision, extending the so-called Caremark oversight obligations and governance requirements to senior management in the McDonald's case. In re McDonald's Corp. S'holder Derivative Litig., 289 A.3d 343 (Del. Ch. 2023). This ruling is one of the most significant developments in recent years, advocating for increased accountability for oversight and governance failures.Recent cases, such as the Boeing 737 MAX crashes and the Listeria outbreak from tainted Blue Bell ice cream, have highlighted failures in proper board governance and oversight responsibilities.In a case involving Segway, the Chancery Court dismissed a motion against an officer for failing to detect financial discrepancies, emphasizing the need to demonstrate a lack of good faith in monitoring central compliance risks.The trend in Delaware Chancery Court decisions is moving towards holding directors and officers accountable for failures to act in response to indications of potential illegal conduct, with a focus on bad faith actions.The Boeing case exemplifies the consequences of board members ignoring safety concerns and focusing solely on the bottom line, leading to tragic outcomes that could have been prevented with proper oversight and accountability.ResourcesMichael Volkov on LinkedIn | TwitterThe Volkov Law Group

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Jeffrey Saviano (EY): "I Feel Strongly That We Need a Hippocratic Oath for AI"

Play Episode Listen Later Apr 15, 2024 59:29

(0:00) Intro.(1:10) About the podcast sponsor: The American College of Governance Counsel.(1:58) Start of interview.(2:43) His role at EY and appointments at Harvard's Safra Center for Ethics (ELSCE), MIT and Boston University.(5:23) Defining AI. Reference to the 1956 Dartmouth AI conference.(8:29) GAI, AI market and valuations.(11:31) On AI Ethics for business and AI governance. Reference to Harvard's Danielle Allen.(15:10) On the concept of Multistakeholderism and AI Ethics. Hippocratic Oath for AI: "Do No Harm to the World."(19:10) Board Committee Structure for AI. "[Only] 67 of the S&P500 companies have some sort of board technology committee." NACD report on board technology committees. "You may get a financial boost from doing that" "I think that'll be 50% greater a year from now."(22:39) On board oversight. A deep dive on evolution of Caremark duties.(31:09) On AI regulation. (34:41) Geopolitics between the U.S. and China on AI.(37:44) On OpenAI's board fiasco. Unusual structures such as OpenAI, Anthropic, Inflection AI and xAI.(44:02) Recommendations for directors using AI.(47:40) The intersection between Web3 and AI.(50:00) On his EY Podcast: Better Innovation.(51:15) Other thoughts for directors: university partnerships and risks of employee use of GAI.(54:22) Books that have greatly influenced his life: Tennis related books.The Fish that Ate the Whale by Rich Cohen (2012)Disrupt Yourself by Whitney Johnson (2015) *(55:47) His mentors. At EY: Kate Barton (EY Global Co-Chair, Emeritus).(56:18) Quotes that he thinks of often or lives his life by: "Start where you are. Use what you have. Do what you can do." (Arthur Ashe) and "No matter how far you travel in the wrong direction, you can always turn around." (Winston Churchill).(56:53) An unusual habit or absurd thing that he loves.(58:04) The living person he most admires: Billy Jean King.Jeff Saviano is the EY Emerging Technology Strategy & Governance Leader. You can follow Evan on social media at:Twitter: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__You can join as a Patron of the Boardroom Governance Podcast at:Patreon: patreon.com/BoardroomGovernancePod__Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

Katherine Henderson and Amy Simmerman: 2023 Delaware Corporate Law and Litigation Year in Review

Play Episode Listen Later Mar 4, 2024 52:51

(0:00) Intro(1:02) About the podcast sponsor: The American College of Governance Counsel.(1:49) Start of interview. (2:37) Katherine Henderson's "origin story."(5:05) Amy Simmerman's "origin story."(8:02) The origin and focus of their Delaware Corporate Law and Litigation Year in Review.(9:14) Caseload of Delaware Court of Chancery judges.(12:51) Cases involving director oversight duties ("Caremark duties"). Reference to the Blue Bell case (2019). "Mission critical risk areas." Reference to Section 220 Books and Records Demands.(19:56) Duty of Oversight Applies to Officers (McDonald's case). Dismissal of case against directors (McDonald's II).(23:13) Controlling Stockholders and conflicts of interest. (DE reconsiders scope of the MFW Doctrine in Match.com case)(24:57) Distinctions between public and private company litigation. Reference to the NEA vs Rich case.(30:36) On Delaware vs other states. Reference to the TripAdvisor case (Delaware company seeking to reincorporate in NV).(36:55) Innovations in AI Governance. The example of Anthropic AI (use of PBCs and LTBT).(43:24) On shareholder activism and validity of stockholder agreement-based restrictions over corporate governance matters (Moelis case).(45:13) Securities claims on misleading risk disclosures.(46:55) What are the 1-3 books that have greatly influenced your life: Amy:Obedience to Authority by Stanley Milgram (1974)Steppenwolf by Herman Hesse (1927)Katherine:The Feminine Mystique by Betty Friedan (1963)(48:02) Who were their mentors, and what they learned from them.(49:00) Quotes they think of often or live their life by.(49:52) An unusual habit or an absurd thing that they love.(50:35) The living person they most admire.__Katherine Henderson and Amy Simmerman are partners at the law firm Wilson Sonsini Goorich & Rosati. You can follow Evan on social media at:Twitter: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__You can join as a Patron of the Boardroom Governance Podcast at:Patreon: patreon.com/BoardroomGovernancePod__Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

Environmental, Social, and Governance (ESG) Standards — A Conversation with The Honorable Leo E. Strine, Jr.

All Things Chemical

Play Episode Listen Later Feb 22, 2024 71:14

This week I had the distinct pleasure of visiting with former Chief Justice of the Delaware Supreme Court, the Honorable Leo E. Strine, Jr., Of Counsel, at Wachtell, Lipton, Rosen & Katz. Judge Strine and I discuss the intense focus on environmental, social, and governance (ESG) standards and the pressures on corporate directors and managers occasioned by the Caremark decision and its progeny, among other developments. These initiatives have particular relevance to businesses many of our clients and listeners manage, as they often involve environmentally sensitive chemical products and manufacturing operations. We discuss Judge Strine's thoughts on implementing ESG programs by building upon existing corporate compliance programs and how best to allocate compliance responsibilities between corporate boards and senior management. Leo E. Strine, Jr., Kirby M. Smith, and Reilly S. Steel, “Caremark and ESG, Perfect Together: A Practical Approach to Implementing an Integrated, Efficient, and Effective Caremark and EESG Strategy,” Iowa Law Review, Volume 106, Issue 4, 2021. https://ilr.law.uiowa.edu/print/volume-106-issue-4/caremark-and-esg-perfect-together-a-practical-approach-to-implementing-an-integrated-efficient-and-effective-caremark-and-eesg-strategy Leo E. Strine, Jr., “Good Corporate Citizenship We Can All Get Behind?: Toward A Principled, Non-Ideological Approach To Making Money The Right Way,” The Business Lawyer, Volume 78, Spring 2023. https://papers.ssrn.com/sol3/papers.cfm?abstract_id=4296287 ALL MATERIALS IN THIS PODCAST ARE PROVIDED SOLELY FOR INFORMATIONAL AND ENTERTAINMENT PURPOSES. THE MATERIALS ARE NOT INTENDED TO CONSTITUTE LEGAL ADVICE OR THE PROVISION OF LEGAL SERVICES. ALL LEGAL QUESTIONS SHOULD BE ANSWERED DIRECTLY BY A LICENSED ATTORNEY PRACTICING IN THE APPLICABLE AREA OF LAW. ©2024 Bergeson & Campbell, P.C. All Rights Reserved

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Karen Woody on Officers Duty of Oversight

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Play Episode Listen Later Jan 29, 2024 13:05

Welcome to the award-winning FCPA Compliance Report, the longest-running podcast in compliance. In this episode, Tom Fox welcomes Professor Karen Woody and they take a deep dive into the Segway case from Delaware. The bottom line is that proving bad faith and breaching the duty of oversight remains a challenging task. The conversation delved into the fiduciary duties of directors and officers, specifically the duty of care and the duty of loyalty. The duty of care requires fiduciaries to be well-informed about material information and exercise prudence in decision-making. On the other hand, the duty of loyalty necessitates undivided interests towards the corporation, with no conflicts of interest or self-dealing. The duty of oversight, derived from the landmark Caremark case in 1996, is an extension of the duty of loyalty. It requires the establishment of information reporting systems and compliance programs to inform senior management and the board about potential issues. There are two prongs to bring a duty of oversight claim: the systems or information prong and the red flag prong. The former focuses on the absence or ineffectiveness of systems, while the latter deals with the conscious disregard of red flags. However, proving bad faith and breaching the duty of oversight is a high bar to clear. The Caremark standard is challenging to meet, and most cases are dismissed on a motion to dismiss. The recent Segway case, following the McDonald's case, indicated a pushback against lowering the bar for officers compared to directors. The interpretation of the duty of oversight remains stringent, emphasizing the need for strong evidence of bad faith. The conversation concluded by acknowledging the importance of context and the specific facts of each case. While there has been a slow march of weakening the Caremark standard in some cases, the facts in those instances were particularly egregious. The recent cases discussed in the episode did not exhibit the same level of egregiousness, leading to a retraction and a reaffirmation of the high bar set by the Caremark standard. Resources: Karen Woody on LinkedIn Tom Fox Instagram Facebook YouTube Twitter LinkedIn For more information on Ethico and a free White Paper on top compliance issues in 2024, click here. Learn more about your ad choices. Visit megaphone.fm/adchoices

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239: Independent Rx Forum - NCPA Conference: Legal Update on PBM Litigation

Pharmacy Focus

Play Episode Listen Later Oct 24, 2023 13:52

Jack Mozloom, vice president of Public Affairs at the National Community Pharmacists Association (NCPA), speaks with Matt Seiler, general counsel at NCPA, about the current PBM litigation at the 2023 NCPA Convention. Key Takeaways: Osterhaus Pharmacy has filed a class action lawsuit against CVS Health, Caremark, and Aetna, alleging violations of federal antitrust laws and state contract laws related to Medicare Part D prescription fees. The lawsuit focuses on the unfair imposition of pharmacy direct and indirect remuneration (DIR) fees, which have been a source of concern for independent pharmacies and their organizations like the NCPA. The legal action aims to recover damages and address various claims, including the unfair imposition of fees, breach of good faith and fair dealing, and unjust enrichment.

59. What do you do when your board receives a subpoena or the government is investigating your company?

On Boards Podcast

Play Episode Listen Later Oct 22, 2023 33:50

Ian Roffman advises boards, directors and company executives when there is trouble - a government subpoena, a whistleblower complaint, a letter or a phone call from a government regulator. In this episode we talk about what a board and management should do when this happens - and how they can position themselves in advance for an inquiry by the government. Big Ideas/Thoughts/Quotes: Our guest Ian Roffman helps boards, directors and company executives when they're facing what can be a significant moment in the existence of a company. Those moments can come upon the receipt of a government subpoena, a whistleblower complaint or even something as seemingly innocuous as a letter or a phone call from a government regulator. Ian comes in to help the boards, help individual directors and help executives as they make their way through those sometimes sticky periods. One of the most important things a company or a board can do when there is a government inquiry is to try to get its arms around the issue as soon as possible. There's a balance that boards need to strike between speed and hastiness. You want to act quickly, but not at the expense of good judgment. The desire to ignore or push off bad news can be pretty strong, but directors have a duty to think about the steps that they need to take to reasonably make sure that they're fulfilling their duty to shareholders, employees and all of their relevant constituencies. The SEC has said that there are the four benchmarks they will look at to evaluate whether a company and its board are good corporate citizens: 1. Self-policing (did you have in place good internal controls? Did you have a good risk function? Did you have an internal audit function, etc.?) 2. Self-reporting (was there transparency and speed in the reporting of the issue?) 3. Remediation (whatever the problem was, did you fix it?) 4. Cooperation (when we asked you for documents, did you give them to us? Did you also give us the documents that we didn't know to ask for? The SEC is very clear that cooperation doesn't just mean you did the things you're required to do. It means you did something extra.) Even though other regulators don't use that same nomenclature, the concepts are always the same. Question: When you get there and you see that there has been some, let's call it, avoidance or cover up, what kinds of things do you tell them to do then? Answer. Often it comes from a really good place, which is that people see a problem and they try to fix it. Where it becomes a "cover up" rather than a solution is if there's a lack of transparency. Really, the key, when you identify a problem, is whether you're trying to fix it secretly versus trying to fix it transparently, and the fix might be identical, but a secret fix is a problem and a transparent fix is a solution. Transparency and collaboration within an organization are among the most powerful things that companies can do to put themselves in a position to deal with regulatory inquiries. Directors' Duty of Oversight. The Marchand decision (2019) is sort of “Caremark duties on steroids.” The case involved the Blue Bell Ice Cream Company, which had a Listeria outbreak in its ice cream. The directors were sued, with a dereliction-of-duty-type theory. The Delaware Supreme Court said that directors have an active duty to oversee the operations of the company, especially when it comes to areas of significant risk within the important areas of the company's operations. In that instance, it was food safety. The director's duty described in Marchand is much more active than what many boards had expected. Whistleblowers. It's in the company's best interest to take a whistleblower complaint seriously - so listen to what it is, look into it. If there's something to it, deal with it. If there's nothing to it, make clear to the government that there's nothing to it, but do not be dismissive of your duty. Insider trading. Insider trading investigations can be incredibly invasive because when the government is looking to see if someone engaged in insider trading, they know that people communicate on their phones and through WhatsApp, WeChat, Slack, Telegram, Snapchat and all those other apps, and so the government is going to go in and they will take your devices. They will require you to image your devices. They'll get forensic images of your device. It is incredibly invasive, and so what a company ought to do is manage its investigative risk around insider trading.

CCO Certification – A Better Approach with Kevin Abikoff

All Things Investigations

Play Episode Listen Later Oct 16, 2023 19:51

In this episode of All Things Investigation, Tom Fox and guest Kevin Abikoff discuss the Department of Justice's introduction of a CCO certification in the wake of FCPA violations. Kevin offers his unique perspective on this issue; their conversation also explores broader issues of corporate governance and the role of the Board of Directors. Kevin Abikoff is a Partner and Deputy Chair at Hughes Hubbard & Reed. He is a recognized authority in corporate governance and compliance. You'll hear Tom and Kevin discuss: Kevin questions the necessity of the CCO certification, suggesting it addresses a problem that doesn't exist, given the absence of complaints from the Department of Justice about dishonesty during monitorships. A more practical approach, Kevin posits, is a certification 12 to 24 months after a monitorship ends to empower CCOs during periods of vulnerability truly. Measuring compliance effectiveness is subjective and may be void of vagueness in a legal context. In the broader realm of corporate governance, the board has a pivotal role in overseeing compliance. Parallels to the Caremark duty and Delaware law are drawn. Kevin raises concerns about the burden on CCOs to assess program effectiveness retrospectively, especially considering the dynamic nature of compliance programs over time. Boards should take responsibility for compliance certifications and should sign off on these certifications, mirroring similar practices in financial reporting. Innovation within compliance may be stymied if CCOs fear that enhancing a program might be used against them in the future, Kevin points out. KEY QUOTES: “I've just never heard, especially from the context of Chief Compliance Officer, that the DOJ feels like they're being lied to. If that's not the problem they're trying to solve, I think the solution they have paved is, again, a solution in search of a problem that doesn't exist…” – Kevin Abikoff “If you're going to have a certification and you want to empower the chief compliance officer, have the certification twelve months, 24 months after the conclusion of the monitorship and have the CCO certify that they continue to believe that the policies, procedures, things that have been put in place, continue to be in place.” – Kevin Abikoff “Now what you fail to investigate can kill you.” – Kevin Abikoff Resources: Hughes Hubbard & Reed website Kevin Abikoff on LinkedIn

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Board Oversight and Monitoring of AI Risks

ai board crime companies risks corruption compliance boeing monitoring oversight chief information security officer ai risks caremark

Play Episode Listen Later Aug 28, 2023 12:35

As companies rapidly adopt artificial intelligence (AI), it becomes paramount to have robust governance frameworks in place. Not only can AI bring about vast business benefits, but it also carries significant risks—such as spreading disinformation, racial discrimination, and potential privacy invasions. In this episode of Corruption, Crime and Compliance, Michael Volkov dives deep into the urgent need for corporate boards to monitor, address, and incorporate AI into their compliance programs, and the many facets that this entails.You'll hear Michael talk about:AI is spreading like wildfire across industries, and with it comes a whole new set of risks. Many boards don't fully understand these risks. It's important to make sure that boards are educated about the potential and pitfalls of AI, and that they actively oversee the risks. This includes understanding their obligations under Caremark, which requires them to exercise diligent oversight and monitoring.AI is a tantalizing prospect for businesses: faster, more accurate processes that can revolutionize operations. But with great power comes great responsibility. AI also comes with risks, like disinformation, bias, privacy invasion, and even mass layoffs. It's a delicate balancing act that businesses need to get right.Companies can't just use AI, they have to be ready for it. That means adjusting their compliance policies and procedures to their specific AI risk profile, actively identifying and assessing those risks, and staying up-to-date on potential regulatory changes related to AI. As AI grows, the need for strong risk mitigation strategies before implementation becomes even more important.The Caremark framework requires corporate boards to ensure that their companies comply with AI regulations. Recent cases, such as the Boeing safety oversight, demonstrate the severity of the consequences when boards fail to fulfill their responsibilities. As a result, boards must be proactive: ensure that board members have the technical expertise necessary, brief them on AI deployments, designate senior executives to be responsible for AI compliance, and ensure that there are clear channels for individuals to report issues.KEY QUOTES“Board members usually ask the Chief Information Security Officer or whoever is responsible for technology [at board meetings], ‘Are we doing okay?' They don't want to hear or get into all of the details, and then they move on. That model has got to change.”“In this uncertain environment, stakeholders are quickly discovering the real and significant risks generated by artificial intelligence, and companies have to develop risk mitigation strategies before implementing artificial intelligence tools and solutions.”“Board members should be briefed on existing and planned artificial intelligence deployments to support the company's business and or support functions. In other words, they've got to be notified, brought along that this is going to be a new tool that we're using, ‘Here are the risks, here are the mitigation techniques.'”Resources:Michael Volkov on LinkedIn | TwitterThe Volkov Law Group

Caremark Comes to California

CalCurrent presented by Snell & Wilmer

Play Episode Listen Later Aug 10, 2023 17:07

On this episode, Commercial Litigation Partner Howard Privette discusses the Caremark standard for assessing the oversight duties of corporate directors and its application in the recent California appellate case Kanter v. Reed. Dive into the framework of the Caremark standard to learn the significance of this decision and what implications it could have for the future.

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Succession (Season 2): “The Dumpster Fire Pirate Death Ship” with Kate O'Leary.

ceo decision mcdonald pc delaware giordano chief compliance officers caremark

Play Episode Listen Later Jun 26, 2023 74:03

0:00 -- Intro. *Note: you can check out our analysis of Succession's first season in E98 of this podcast (published on May 22nd, 2023).1:43 -- Start of interview.4:03 -- Governance challenges to family-owned companies.5:50 -- On Kendall's car accident and legal implications. Issues of corporate wellness, mental issues and drug-use. *Story on Tyson Foods' CFO.10:55 -- Waystar's response to “bear hug” offer from Maysberry. “I saw their plan, but my father's was better.” On disclosure process and vetting of public statements.17:34-- Impact of explosion of Waystar rocket in Japan (after Roman rushed the launch).18:45-- On Shiv's prospects as CEO of Waystar.20:13 -- On the role of the board in the "bear hug," conflicts of interests, and lack of an independent committee of the board.21:25 -- The Pierce acquisition to block Sandy and Stewy. On the role of third-party advisors (investment banks) and the Jamie Laird character.27:46 -- On sovereign wealth funds looking to control the news through ATN. On the character of Mark Ravenhead.33:10 -- The Vaulter shutdown and question on unions.41:04 -- Revelation of cruise line issues (press report) lead to loss of business opportunities (Pierce, etc.) and loss of key employees (Rhea's departure). The accounting whistleblower. Rhea, worrying that she's agreed to be CEO of a “dumpster fire pirate death ship” says, “Either they did know, which is terrible, or they didn't know, which is an unconscionable lack of control.” (Caremark standard) 47:17 -- The Congressional hearing. How should CEOs and/or management prepare for congressional hearings? "This is not a court house, it's a stage." "Testifying in Congress is much more similar to being on a Sunday morning news show." "The clock is your friend here." "In circumstances like that, sometimes the best answers are yes, no, or I don't recall - as opposed to speechifying about something."54:35 -- The questionable decision of having a general counsel testify in Congress. On waivers of attorney-client privilege.1:00:26 -- The "blood sacrifice" offered by Waystar Royco after the Congressional hearing. Caremark standard and the fallacy of "what you don't know can't hurt you" (willful blindness). The NRPI ("No Real Person Involved") notations in shadow logs.1:09:26 -- Cultural and reputational issues and the way the show connects them to shareholder value. Culture of fear and bullying. Sexual harassment and improper behavior.Kate O'Leary is the Global Executive Litigation Counsel at General Electric Company.__ You can follow Evan on social media at:Twitter: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

Jay Cohen on the Delaware McDonald's Decision [Podcast]

Compliance Perspectives

Play Episode Listen Later Jun 6, 2023 14:48

By Adam Turteltaub For years Caremark has set the standard for expectations for board members. The notable Delaware case made clear that boards should exercise reasonable care in overseeing an organization. In practice that includes obtaining information about the organization's compliance efforts and responding when signs of potential violations are found. As Jay Cohen, of counsel at the law firm Giordano, Halleran & Ciesla, PC explains, now a new decision (In re McDonald's Corporation Stockholder Derivative Litigation) extends that same duty of oversight to corporate officers within their area of expertise. This significantly raises the bar for executives when it comes to ensuring the organization is operating in a compliant manner. Perhaps even more significantly, only two executives at a corporation – the CEO and Chief Compliance Officer – are expected to exercise oversight throughout the entire organization. This, he argues, has the impact of increasing both the scope and importance of the compliance role within the organization. So, what should organizations and their compliance teams do in the wake of this decision? Jay recommends that organizations raise the stature of the compliance team. Second, look at recruiting individuals for compliance who have a history in leadership to match the role. Third, build the compliance program around impact, not just activity. Listen in to learn more about what the McDonald's decision says, and what it means for your compliance program.

Why Cultural Competency is Key to Building a Thriving Business | Seema Jain, Founder, and CEO, Seva Global

The Brand Called You

Play Episode Listen Later Jun 3, 2023 26:14

The video is an interview with Seema Jain, founder, and CEO of Seva Global, an organization that helps businesses grow through cultural competency. Jain talks about her personal journey and how she got into the hotel industry. She shares how she discovered the importance of appealing to guests' cultural needs and how it helped her hotel to attract Indian guests. Jain also talks about her experience at Marriott International, where she created a program to teach hotel staff about different cultures' business and social protocols. She discusses her entrepreneurial spirit and the motivation behind starting Seva Global. 00:33- About Seema Jain Seema Jain is the Founder and CEO of Seva Global - Growing Business Through Cultural Competency. She is also the Co-founder of two non-profit organizations – Supporting Excellence in Education Foundation (SEED) and Young Jains of America. She was earlier with Baxter, Caremark and Marriott. --- Support this podcast: https://podcasters.spotify.com/pod/show/tbcy/support

america ceo founders global indian baxter marriott jain thriving business seema seva marriott international cultural competency caremark

Kate O'Leary: HBO's Succession from the Perspective of an Experienced In-House Lawyer.

Play Episode Listen Later May 22, 2023 67:02

0:00 -- Intro.1:38 -- Start of interview.3:23 -- Kate's origin story and her professional background.4:54 -- About the ESG & Law Institute led by David Curran from Paul Weiss (Kate serves as an advisory board member).7:08 -- Premise of HBO's Succession show. "It's a show about power dynamics. But it's also a show about governance, and how power is or not constrained in the corporate world, the political world and within a family." "It is also a show about governance, which should operate as a constraint on abuse of power, if it's working effectively." "The show does a very good job in linking governance with shareholder value."10:30 -- The role of the board in CEO succession. Two issues: 1) Who should take over, 2) What's the proper timing. Also, how to handle health matters of current CEOs.15:24-- The role of the family (Trust) in governance matters of Roystar RoyCo.20:43-- The “Death Pit”. How should employees and officers react when they learn about serious misconduct? What internal controls are missing at Waystar Royco that would have potentially led to a different outcome? What are potential consequences of covering up past serious misconduct? The role of compliance and reporting channels in corporations. Caremark doctrine in Delaware ("once you know something, you have to act"). "The sin cake eater" advice. The SEC whistleblower program.27:51 -- On proper disclosure controls, and open reporting. Internal investigations. Ineffective training.30:56 -- On "disclosure committees" of material non-public information (link to the board's Audit Committee). Multi-functional committees (legal, finance, communications, IR, etc.) Theme throughout Succession (the show): "How do you make responsible decisions in the face of imperfect information?" "This show is like a giant final exam on governance."36:25 -- On the interaction between Legal, Finance, Communications, IR and PR. "Effective governance comes down to people, processes and policies: you need to have the right people in the room, an appropriate process for them to come together and make a decision, and policies that guide that decision making."39:18 -- On the role of the general counsel (played by character Gerri Kellman in the show). "Gerri is secret keeper for Logan, rather than gatekeeper as expected by SEC/DOJ. She helps to cover secret loan not authorized by Board, as well as “death pit” issues on cruise ships – counsels Tom to keep quiet." "She's such a compromised character. She's not effective at all."45:41 -- The deal with private equity (activist?) “friend” of Kendall, Stewy Hosseini (including board seats). "Kendall's big downfall is that he tries to be the same type of leader as his father [and he's also just not as good, he's not Logan]." The conflict of interests.50:31 -- The Vaulter acquisition (and Lawrence joining the board of Roystar RoyCo.). "There was no process around it." "The board would traditionally look at the deal strategically and in terms of price (ie. is this the right acquisition target; what are some of the other companies in this space; is this the right strategy; why this now, does it fit with where the company is going; what is the company like, etc.)54:31 -- Board vote on no-confidence motion against Chairman & CEO Logan Roy. What is appropriate process for this type of Board action against a CEO? "The corporate governance aspect that really stands out here is the lack of appropriate board process." How should the Board and GC have reacted Kendall's request for a delay and Logan's refusal to recuse himself? How else could/should situation have been handled? What special procedures might be appropriate given impact of family relationships on governance issues? How are these family relationships analogous to other kinds of relationships in corporations? What does this suggest to in terms of importance of robust procedures and controls? 1:01:00-- Other thoughts for directors from Season 1 of Succession:Litigation risks from M&A. Leadership.Company Culture.Government and Regulatory matters. Corporate Purpose and ESG (and political interplay).Kate O'Leary is the Global Executive Litigation Counsel at General Electric Company.__ You can follow Evan on social media at:Twitter: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

Cambridge Breakfast: Crisis in Care?

Cambridge Breakfast

Play Episode Listen Later May 18, 2023 10:37

Julian Clover discusses the current problems facing the care sector with Robert Johnstone, managing director, Caremark.

crisis care breakfast cambridge caremark julian clover

Stephen Bainbridge: "The Profit Motive: Defending Shareholder Value Maximization."

Play Episode Listen Later Apr 3, 2023 59:28

0:00 -- Intro.1:35 -- Start of interview.4:35 -- About his new book "The Profit Motive, Defending Shareholder Value Maximization" (2023). He wrote it to offer context for the current debate about corporate purpose and ESG. He argues that shareholder value maximization is not only required by law, but what the law ought to require.9:23 -- His take on why we should care about corporate purpose.13:54 -- The legal arguments and foundation for directors' duties to maximize shareholder value. 16:26 -- On the merits of the Business Roundtable Restatement of the Purpose of the Corporation (2019). "It can't really be justified." "The concern is that directors that are accountable to everybody, are accountable to no one."20:54 -- On public benefit corporations. "The core problem of PBCs is that it's still the shareholders that elect directors, it's still the shareholders to whom the directors owe fiduciary duties, and that becomes a particular problem when a PBC goes public [they become vulnerable to shareholder activists.]" Example: Etsy case. "Hobby Lobby strikes me as an ideal [private company] to become a PBC [because they have a small number of shareholders, all of whom share the same social/political/religious point of views, and are willing to sacrifice profits to carry out those views and support a board of directors that seeks to advance those views."]26:33 -- On the influence of EU/international views on U.S. corporations, and vice-versa (for example, influence of Delaware corporate law on international corporate law, ie. in Israel). On diversity quotas on boards.31:07 -- The take-aways from his book: "be deeply skeptical about what CEOs say in this area [ESG], and watch what they do." The phenomenon of greenwashing. The case of Marc Benioff and Salesforce.35:33 -- On the SVB collapse and the current financial crisis. "I think it's really important that directors be focused on enterprise risk management." 42:07 -- On the Credit Suisse collapse and merger with UBS. "It's been a banking industry problem child for a long time."44:56 -- On the expansion of Caremark Duties and the McDonald's case. "There are two rulings from the case that are interesting but also controversial: 1) Officers also have Caremark duties (oversight obligations), and 2) Sexual harassment claims were breaches of fiduciary duty. We are potentially opening the door to treating employment discrimination cases as breaches of fiduciary duties. So what's next is sort of the question. I think [VC Laster] has opened a real Pandora's box in terms of [where this may be going]."51:57 -- On the compliance industry. The rise of the Master of Legal Studies "M.L.S." with a focus on compliance at UCLA School of Law. "Compliance is a growth industry."53:50 -- On large asset managers passing-through voting power to beneficial owners. "I'm deeply skeptical."55:44 -- The books that have greatly influenced his life: Mere Christianity, by C.S. Lewis (1952)Insider Trading and the Stock Market, by Henry G. Manne (1966)Fundamentals of Corporation Law, by Michael Dooley (1995)56:07 -- His mentors, and what he learned from them. Michael Dooley, who taught at the University of Virginia School of Law.56:48 -- Paraphrasing Winston Churchill: "I'm prepared to settle for the very best" [the exact quote: “My tastes are simple: I am easily satisfied with the best.”]57:07 -- An unusual habit or an absurd thing that he loves: he's an amateur chef, and loves designing meals, matching food with wine. Tropical fish.57:46 -- The living person he most admires: Bishop Robert Barron.Stephen Bainbridge is the William D. Warren Distinguished Professor of Law at UCLA School of Law. Professor Bainbridge is a prolific scholar, whose work covers a variety of subjects, but with a strong emphasis on the law and economics of public corporations. He has written over 100 law review articles and 20 books, including seven in multiple editions.__ You can follow Stephen on social media at:Twitter: @PrawfBainbridgeBlog: https://www.professorbainbridge.com/__ You can follow Evan on social media at:Twitter: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

Ann Lipton: "The Twitter v. Musk Case is both a Vindication and a Condemnation of Corporate Law."

Innovation in Compliance with Tom Fox

Play Episode Listen Later Feb 21, 2023 65:58

0:00 -- Intro.1:47 -- Start of interview.2:19 -- Ann's "origin story". 4:10 -- Her background working with plaintiff law firms, and how that experienced has informed her scholarship.7:02 -- Take-aways from the Twitter v Musk case, the "trial of the century that wasn't." "The broader lesson for me is that it's both a vindication and a condemnation of corporate law":Vindication: The outcome should not have been in doubt (for any expert in that area of law). Musk's case was extremely weak. It's thus a vindication because even Elon Musk, the richest man in the world (at least at the time), cannot evade the law."Condemnation: The take-over has been disastrous for everyone but for the shareholders. That's what corporate law is designed to do: maximize shareholder value. It's been a destructive force, and it is negative for society.15:00 -- On tech layoffs, and Elon's massive layoffs at Twitter. "I don't think we have to accept the pain that he inflicts in order to get the benefits. That isn't necessary."16:57 -- On private equity and take-private transactions. "It's unhealthy."20:44 -- On public benefit corporations and B-corps. "They will solve nothing at all." "Some of the issues: 1) It's opt-in for shareholders, and 2) it does not have enforcement mechanisms that are remotely useful (duties are unenforceable)." "The reasons that corporations advance shareholder wealth has very little to do with a duty of loyalty of the board and very much to do with the structure of corporations: who has voting rights -governance rights- and so forth."28:57 -- On crypto, and the SEC v Sam Bankman-Fried case (FTX). "It's a story of defrauding investors in a private company." "The meta purpose of securities regulation is to make sure that capital is allocated efficiently throughout society. Good companies should get money, and bad companies should not get money, so that our economy can grow appropriately."35:49 -- Litigation in private (venture-backed) companies. Questions on enforceability of information rights restrictions (Delaware section 220 books and records). "Silicon Valley operates under a degree of reputational capital." "[Generally, for these cases] to make it into court there would have to be 1) no arbitration agreement, 2) access to shareholder information rights, and 3) an employee (or other common stockholder) who thinks that there is enough money on the table [to offset] the reputation that they would get if they would sue (their employer or investors)."41:29 -- Litigation in SPACs. "I think we have seen the end of SPACs." The Multiplan and Delman cases.45:45 -- On the McDonald's case and the expansion of Caremark duties owed by officers. "What [the judge] hasn't decided is whether this is the board's decision to make a disciplinary decision or whether it should be instead decided by private lawsuits... now, if he changes the standard of when shareholders can sue -if he adopts a new kind of flexible standard- that would be significant, but we have no idea of whether he is going to do that."49:46 -- On ESG, anti-ESG, and politicization of corporate governance. 56:15 -- On large asset managers passing-through voting power to beneficial owners. 59:02 - The books that have greatly influenced her life: Make No Law: the Sullivan Case and the First Amendment, by Anthony Lewis (1991)Gideon's Trumpet, by Anthony Lewis (1963)59:45 - Her mentors, and what she learned from them. In academia: Jim Cox, Shu-Yi Oei and Ernie Young at Duke Law School.In practice: Bill Fredericks.1:00:32 - Quotes she thinks of often or lives her life by. From Angel (1999 TV Series): "If nothing we do matters, all that matters is what we do.”1:01:07 - An unusual habit or an absurd thing that he loves: free pizzas from Domino's (a measure of the economy!).1:03:46 - The living person she most admires: her mom.Ann M. Lipton is the Michael M. Fleishman Associate Professor in Business Law and Entrepreneurship, and Associate Dean for Faculty Research at Tulane University School of Law. __ You can follow Ann on social media at:Twitter: @AnnMLipton__ You can follow Evan on social media at:Twitter: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

Entrepreneurship and Risk Management with Adrienne Bellehumeur

Play Episode Listen Later Feb 14, 2023 25:15

Tom Fox's guest in this episode of Innovation In compliance is Adrienne Bellehumeur. They discuss the significance of gap analysis in the design of internal controls, and why having a thorough understanding of design is critical to the success of gap analysis. They emphasize the importance of continuous improvement and avoiding a "pass-fail" approach to internal control programs. Adrienne also shares her five principles for creating high-value compliance programs. Adrienne Bellehumeur is the Director and Co-owner of Risk Oversight, a firm specializing in internal controls, internal audit, and compliance programs. She has written a book called The 24-Hour Rule and Other Secrets for Smarter Organizations: Including the 6 Steps of Dynamic Documentation, which is set to be published on March 7th and is geared towards managers who are seeking solutions through documentation. This book aims to provide a fun and foundational approach to documentation for the modern knowledge workforce and is the first mass-market book on documentation best practices. Some of the key points discussed during the show include: Adrienne's background and current role at her company, Risk Oversight, which specializes in delivering services to mid-sized oil and gas companies in the engineering sectors. The purpose of gap analysis is to identify areas for improvement in processes and controls to support operational effectiveness. Adrienne's belief that internal controls should focus on good habits, accountability, and continuous improvement rather than just ticking boxes. How Risk Oversight helps companies fulfill their obligation of oversight by providing entity-level control review and understanding best practices in governance. The two best practices for board minutes, the "Goldilocks principle" and the "business judgment rule." The Caremark doctrine in Delaware and the importance of documentation of major risk management decisions. Adrienne's book The 24-Hour Rule, which is a mass-market book on documentation aimed at managers looking to solve problems through documentation and is applicable to various industries. KEY QUOTATION: “Risk management is about action.” – Adrienne Bellehumeur Resources Adrienne Bellehumeur | LinkedIn | Twitter Risk Oversight | The 24-Hour Rule and Other Secrets for Smarter Organizations: Including the 6 Steps of Dynamic Documentation

director entrepreneurship delaware risk management goldilocks hour rule tom fox caremark other secrets

McDonald's and Duty of Corporate Officer Oversight

Compliance into the Weeds

Play Episode Listen Later Feb 1, 2023 35:48

The award winning, Compliance into the Weeds is the only weekly podcast which takes a deep dive into a compliance related topic, literally going into the weeds to more fully explore a subject. In this episode, Matt and I take a deep dive into recent decision by the Delaware Court of Chancery in the McDonald's case creating a duty of oversight for corporate officers. Some of the highlights include: · Why bad facts can make bad law? · The sordid facts of David Fairhurst during his tenure at McDonald's. · The legal rationale. · What is Caremark and how did it influence this decision? · What does it mean for CCOs? · How does this decision intertwine with the Monaco Doctrine, CCO certification and the new Corporate Enforcement Policy? Resources Tom with a multipart series on the FCPA Compliance and Ethics Blog Matt Kelly with two posts in Radical Compliance Learn more about your ad choices. Visit megaphone.fm/adchoices

mcdonald corporate duty officer compliance weeds oversight cco chancery ccos delaware court caremark fcpa compliance david fairhurst

Jason Meyer on Not Boring the Board [Podcast]

Compliance Perspectives

Play Episode Listen Later Sep 27, 2022 15:12

By Adam Turteltaub Time with the board tends to be short, valuable and critical to the success of the compliance program. Getting and keeping their attention is essential. To do so effectively, Jason Meyer (LinkedIn), President of LeadGood Education recommends keeping in mind that board members share one thing in common with the rest of us: they want to know if what you're telling them is truly relevant to them or a waste of their time. To communicate effectively he recommends an audience-centric approach. That means avoiding compliance jargon and focusing on terms that they care about such as “fiduciary duty”, “Caremark decision”, “oversight” and “DOJ Guidelines”. And, of course, where appropriate, “stock exchange rules”. Remember, too, that they are focused on existential risks to the organization, not the routine, everyday ones. Stay laser focused on what is in it for them and combine hard information – what their duty or a risk area is – with scenario-based examples. Think, too, like a marketer: repetition matters. Stress and keep stressing what's important, but put some sizzle behind it. Avoid the pitfalls of simply echoing what management is saying and being just one more presentation. Have a message of your own to demonstrate independence and underscore the importance of a direct compliance-board relationship. Also, don't forget the education part of the equation. Opportunities for them to be better educated are rare, and showing you have information they could use may be the best way to get their attention. Listen in to learn more about how to get the most out of your time with the board.

president stress opportunities boring meyer board podcast caremark

Cyber Security Failures Alleged in Mudge Whistleblower Compliant

Compliance into the Weeds

Play Episode Listen Later Sep 7, 2022 17:21

Compliance into the Weeds is the only weekly podcast which takes a deep dive into a compliance related topic, literally going into the weeds to more fully explore a subject. In this episode, we mine the whistleblower allegations by Peiter Zatko, AKA “Mudge” made against Twitter for lessons for the cyber-security professional and wide compliance discipline. Highlights and questions posed include: · The allegations made by Mudge. · Why does an organization need a CISO (or CCO or CECO)? · How did Twitter get hacked, its employees duped and its controls by-passed? · What is pedestrian yet telling in this saga? · Why data mapping is mandatory if not critical? · Where were the external auditors? · Is there a Caremark claim here? Resources Matt in Radical Compliance Learn more about your ad choices. Visit megaphone.fm/adchoices

cybersecurity failures compliance weeds whistleblowers alleged cco ciso compliant mudge ceco caremark

NEXT-GEN PBM CAPITAL RX BECOMES A TECH CO: INSIDE NEW PBA BIZ, $106M SERIES C AND BIG PLANS

Blog - WTF Health

Play Episode Listen Later Aug 12, 2022 23:31

What's the bigger news coming out of Capital Rx: that the next-gen PBM just closed a $106 million dollar Series C? Or, that the health tech startup's business model has expanded significantly over the past 18 months, from PBM-only to PBM-plus-PBA, meaning that instead of just servicing the pharmacy benefits management needs of employer groups directly, that now they're also adding to their business by selling THEIR TECH to other carriers and health systems so they can use it to administrate their benefits plans?? Capital Rx's CEO AJ Loiacono takes those questions in stride, lets us in on which “side” of the business fueled their 200% year-over-year growth in 2021, and gives us the details on that tech that his business developed and why its standout compared to the inefficient infrastructure that currently exists to administrate and process pharmacy claims. The big deal here is that AJ and team are tackling one of the biggest friction points in the cost of pharmacy benefits: the cost to administer a plan. They reduce that cost, and the “net cost” of every drug is reduced. AJ says its in this way that Capital Rx operates at one-seventh the cost of his competitors, the “Big Three PBMs” (CVS's Caremark, Express Scripts, and UnitedHealth's OptumRx) and saves its customers an average 27% on their prescription drug spend. Now that Capital Rx has their slick enterprise software, will the business continue to operate a dual PBM-plus-PBA model, or will they double-down on the PBA side? AJ lets us know what's next and (spoiler alert) it sounds like things might go in a surprising direction. If Capital Rx's software is so effective at doing all the things it takes to manage pharmacy claims -- underwriting sequences, implementation management and onboarding, communication, patient portals, network management, reimbursement networks, eligibility checks, etc. – what stops Capital Rx from processing other kinds of healthcare claims? Is a step into the medical claims processing side of the healthcare world on the roadmap? Tune in and find out! * Jessica DaMassa, the emerging ‘It girl' of health tech interviewing, chats it up with the ‘who's who' of the health tech and healthcare innovation set on 'WTF Health - What's the Future, Health?' Catch 100's of interviews with leading health tech startups and the VC investors, health insurance companies, big pharma co's, and hospital systems helping bring their new ideas into the healthcare establishment. From AI and Big Data to digital health, virtual care, telehealth, digital therapeutics, payment model innovation, and investing, Jessica helps you spot the trends and figure out what's next.

covid-19 health ai future capital vc big data next gen big plans series c unitedhealth pba pbm express scripts techco caremark optumrx

Wednesday, June 1, 2022

Gist Healthcare Daily

Play Episode Listen Later Jun 1, 2022 5:11

CVS launches a virtual primary care service for Aetna and Caremark members. Medicare Part B premiums will stay flat, despite the agency's decision to limit coverage of controversial and expensive Alzheimer's drug Aduhelm to beneficiaries in clinical trials. And the American Medical Association opposes a bill that would require training on opioid use disorder treatment. See acast.com/privacy for privacy and opt-out information.

alzheimer's disease cvs american medical association aetna medicare part b aduhelm caremark

Joel Friedlander: On the Evolution of Stockholder Litigation

Frontline IB: Conversations With International Business Scholars

Play Episode Listen Later Apr 11, 2022 55:05

0:00 Intro.1:37 Start of interview2:19 Joel's "origin story". He grew up in Stamford, Connecticut ("it was a land of many corporate headquarters"). He went to Wharton undergrad and U. Penn Law School. Later, he clerked at the Court of Chancery in Delaware and worked at Skadden's Wilmington office in Delaware "[the office] had been built around the hostile takeover litigation in the 1980s." In 1995, he joined a new litigation boutique with Stephen Lamb (later Vice-Chancellor of the DE Court of Chancery). Andre Bouchard (later Chancellor of the DE Court of Chancery) joined in 1996.5:35 The difference between plaintiff and corporate/defense firms, starting at law schools and law student recruitment.7:04 On the historical evolution of stockholder litigation. Joel teaches a course on stockholder litigation at Penn Law School and Michigan Law School. On how the hostile deals in the 1980s changed the stockholder litigation landscape: "Many of the largest and most sophisticated law firms were suing each other, and that's where most of the law was created."10:50 On the evolution of class action and derivative actions in stockholder litigation.13:01 On the concept of Fraud on the Board. "Commission of fraud on the board is an omnipresent temptation for self-interested controllers, activist stockholders, officers, financial advisors, and their legal counsel. Fraud can be used to put a company in play, steer a sale process toward a favored bidder, suppress the sale price to a controller, or make a favored bid look more attractive."15:56 "Not long ago, over 90% of deals over $100m were sued on, and in most of those cases the stockholders got nothing (prevalence of disclosure settlements)." He advocated for the elimination of disclosure settlements. "In about 2015, the litigation landscape changed." 23:40 On the evolution of Section 220 books and records stockholder demands.26:37 How director oversight duties have evolved ("Caremark claims"). The impact of the Delaware Supreme Court case of Marchand (2019) focused on food safety. 30:12 How Boeing's stockholders obtained approval from the Delaware Court of Chancery for a landmark US$237.5 million settlement of derivative claims targeting the company's board for safety failures that led to catastrophic crashes of two 737 MAX jetliners in 2018 and 2019. *The company disclosed that the two crashes caused US$20 billion in non-litigation costs and more than US$2.5 billion in litigation costs.35:16 On private venture-backed company deal-making and litigation, particularly in Silicon Valley. The Good Technology case, where director defendants and their affiliated VC funds settled for $17m and the financial advisor JP Morgan settled for $35 million for claims against arising out of challenge to dual-track sale/IPO process that resulted in sale of company to BlackBerry Limited.40:24 "It's hard to find plaintiffs [in Silicon Valley], there are different obstacles and roadblocks to litigation."42:38 "In [private venture-backed companies] sometimes you don't have directors who have experience in certain situations, like selling a public company (sophistication of M&A in public settings)."43:48 "What is ubiquitous is financial advisor conflicts of interest, in Silicon Valley or in any other public company scenario." The example of the Good Technology case.45:35 On conflicts of legal counsel in deal-making (criticism of law firm behavior). Example: $690 million damages award based on controller's reliance on outside counsel's legal opinion.47:44 The 1-3 books that have greatly influenced his life (that he's re-read the most):The Great Gatsby, by F. Scott Fitzgerald (1925)The Trial, by Franz Kafka (1925)Books by Professor Philip Reiff (sociologist from the U. of Pennsylvania), such as Fellow Teachers, the Triumph of the Therapeutic, Freud: the Mind of a Moralist.49:08 - Who were your mentors, and what did you learn from them? Philip Reiff, at U. of Pennsylvania.Chancellor William T. Allen.Stuart Shapiro (in litigation).53:04 - Are there any quotes you think of often? In a NYT review of the autobiography of Sammy the Bull Gravano he read a quote that said "At some point you've got to ask yourself, are you going to continue being a punk, or are you going to become a racketeer?"52:40- An unusual habit or an absurd thing that he loves: Twitter. 53:27 - The living person he most admires: Volodymyr Zelensky.Joel Friedlander is a partner at Friedlander & Gorris. He has over 25 years of experience litigating breach of fiduciary duty actions and contract disputes relating to the control of Delaware entities.__ You can follow Evan on social media at:Twitter: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

Shark Tank for Your Health

Medicare for All

Play Episode Listen Later Feb 4, 2022 27:22

Heads up, there's a lot of swears in this one. Well-justified swears, we think, but if you have younger listeners nearby, you might want to put on your headphones. Just this past week, billionaire Mark Cuban launched a new healthcare service called - because he's a megalomaniac - the Mark Cuban Cost Plus Drug Company. The company claims to sell prescription drugs at more affordable prices. We claim that Mark Cuban is a full-on asshole. (Told you there'd be swears.) The site touts that all drugs sold through the service are offered at manufacturers' cost with a 15% markup. But is it for real? Let's break down what Mark Cuban is trying to do here – including whether this really is a viable solution for rising drug costs. Show Notes Mark Cuban, for those who don't know, is known for owning the Dallas Mavericks, selling early 90s internet provider Compuserve, and being the jerk on Shark Tank. Mark is creating the Mark Cuban Cost Plus Drug Company with the goal of "saving America from high prescription drug prices." The company itself is a Pharmacy Benefits Manager (or PBM). ** Pharma Bullshit Mountain*** PBMs work directly with health insurers, drugmakers, and pharmacies to manage drug benefits and the cost of prescription medicine. CVS's Caremark is the largest PBM. The MCCPDC currently has around 100 generic versions of popular drugs on its site for sale. Examples: Imtanib, a leukemia treatment drug: Typically retails at $9,500+ a month, on the site it's available for $47 a month. Metformin, a diabetes drug, sells for $3.90 a month versus the typical $20. The MCCPD claims that it's biggest benefit is its commitment to transparency and avoiding “middle men”; with every drug for sale, the company lists what drives the cost – from manufacturer price to pharmacy labor markups. One big caveat: the company only accepts cash payments, not insurance. If you're uninsured, this may end up being a decent option, but not everyone is cash flush – especially if you're a minimum wage earner. If you are a person with insurance who is struggling with high prescription drug costs, this won't help you. More important context: they are only selling generic drugs. That was less than 11% of prescription drug spending in 2020. If you're struggling to afford a brand name drug, this won't help you either. If we had to predict, this effort will probably be most beneficial to Mark Cuban, not patients. Probably the long game: Eventually, they want to be making the drugs themselves, and then charging whatever they want. This sounds a lot like GoodRX? Is it the same thing? For those lucky enough not to know what GoodRX is: GoodRX is a service when you have no other options to get your prescription. GoodRX provides discounts for prescriptions, but you can't use your insurance. So they're similar in that these are both services for the uninsured - or people who are insured but aren't getting their drug covered by insurance. So a pretty small percentage of the population. The difference is that you can ONLY use GoodRX at in-person pharmacies, whereas Mark Cuban's service is ONLY for mail order. Mail order will always be cheaper since you're not paying for the pharmacy's overhead. The other difference is that GoodRX lets you shop the prices of multiple PBMs at any pharmacy - so for example, Caremark might have a lower price at a CVS since they're OWNED BY CVS, while Express Scripts might have a better price at a Walgreens. GoodRX launched itself as a publicly traded company on Wall Street a couple of years back, and said at the time they were making a 40% profit rate!!!! This means, even if their prices are lower than what you'd have to pay at a pharmacy on your own, they are still robbing you blind compared to what that pill actually costs to make and ship. New Segment; Ben & Gillian's drugs Shark Tanked!! Gillian's Fluoxeitine (Generic Prozac): 60 mg/day at 12 from Good RX at HEB,

Andrew Inkpen

Play Episode Listen Later Feb 3, 2022 27:29

Andrew Inkpen is the Seward Chair in Global Strategy at Thunderbird School of Global Management, Arizona State University. He has a B. Commerce. degree from St. Mary's University and MBA and Ph.D. degrees from Ivey Business School. Prior to entering academe, Dr. Inkpen worked in public accounting and qualified as a Chartered Accountant in Canada. He has taught at Temple University, Ivey Business School, National University of Singapore, Nanyang Technological University, and has been a visiting professor at European Business School. He has published in various journals including Academy of Management Review, California Management Review, Strategic Management Journal, Journal of International Business Studies, Journal of Management Studies, Long Range Planning, Organizational Dynamics, Organization Science, Decision Sciences, and Organization Studies. He has written more than 50 teaching cases and is director of the Thunderbird Case Series. He is on the editorial boards of several journals including Organization Studies, Asia Pacific Journal of Management, Journal of International Management, and Management and Organization Review. He is a co-author of The Global Oil and Gas Industry: Management, Strategy, and Finance (Pennwell) and Global Strategy: Value Creation and Advantage in the International Arena (Oxford). He has won awards for his research, teaching, and case writing. He has been involved in many Executive Education programs for companies such as Exxon Mobil, Ericsson, Pfizer, CEMEX, Kuwait Petroleum, Alcatel, Brasil Telecom, Airbus, General Motors, LG Electronics, Teleflex, Goodyear, DENSO, Cisco Systems, Solar Turbines, McDonald's, TRW, Volvo Penta, Textron, Vitro, Rockwell, KLA-Tencor, SK, Caremark, Baker Hughes, Smith International, TNK-BP, and RasGas. Visit https://www.aib.world/frontline-ib/andrew-inkpen/ for the original video interview.

Updated MacOS And You-Know

iCantCU Podcast

Play Episode Listen Later Jan 28, 2022 36:02

In this episode of the iCantCU Podcast, I talk about the difficulties I've run into after updating my MacOS. Fortunately, I'm learning VoiceOver and that has helped read all the pop-up boxes. I also talk of my extreme over-use of the phrase you-know and ask for help on how to break that habit. Show notes at https://www.iCantCU.com/164 Updating To The Latest MacOS I had been told that I was five operating systems behind. I finally decided to update the OS when I tried to load Adobe Audition on my iMac, but couldn't due to the old OS. No iTunes In New MacOS I knew that Apple was doing away with iTunes, but was still shocked when I went to add the ID3 Tags using iTunes and it was no where to be found on my computer. That was part of my workflow when creating a podcast episode since episode 001. Now I had to find another way. That caused a 24 hour delay in publishing episode 163. Would a Voice Coach Help I have noticed since the fall that I say you-know frequently. Very frequently. It drives me crazy while editing an episode. I say it so often that it probably adds an hour to editing. My Podcast Gear Here is all my new gear and links to it on Amazon. I participate in the Amazon Associates Program and earn a commission on qualifying purchases. Zoom Podtrak P4: https://amzn.to/33Ymjkt Zoom ZDM Mic & Headphone Pack: https://amzn.to/33vLn2s Gator Frameworks Desk Mounted Boom Arm: https://amzn.to/3AjJuBK Senheiser Headset (1st 162 episodes): https://amzn.to/3fM0Hu0 Support Keystone Chapter Please make a donation to the Keystone Chapter of the National Federation Of The Blind Of Pennsylvania by going to http://www.SupportKeystoneChapter.org.. Scroll down to the text field and enter the amount you'd like to donate. Payments are handled by PayPal, but you don't need a PayPal account. You can make a donation with any credit or debit card. Thank you so much! I really appreciate it. Follow the iCantCU Podcast so you don't miss an episode! Apple Podcasts | Spotify | Amazon | Google | IHeartRadio Reach Out On Social Media Twitter | Instagram | Facebook | LinkedIn Get In Touch If you've got questions, comments, or show ideas, I want to hear from you! Call (646) 926-6350 and leave a message. Include your name and town and let me know if it is okay to use your voice on an upcoming episode. You can also email the show at iCantCUPodcast@gmail.com

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Episode 91, the Year End Review Edition

Play Episode Listen Later Dec 16, 2021 52:26

Welcome to the only roundtable podcast in compliance. The entire gang was also thrilled to be honored by W3 as a top talk show in podcasting. In this episode, we have the sextet of Karen Woody, Jonathan Armstrong, Matt Kelly and Jay Rosen, with host Tom Fox also weighing in on this episode. We also discuss our favorite story of 2021. We end with a veritable mélange of shouts outs and rants. 1. Karen Woody reviews the increase in SEC enforcement that the regulators have told us throughout the year that is coming. Karen shouts out to starting early Emmy buzz for Ted Lasso. 2. Jay Rosen reviews the Activision imbroglio from the missteps of the CCO to the disseminations of the CEO. Rosen shouts out to civility. 3. Matt Kelly reviews the latest iteration of ransomware attacks and contrasts it with data privacy breaches from the past. Kelly shouts out to the NJ sandwich shop Hometown International, which with $35K in annual sales resulting in a $100MM market cap evaluation. 4. Jonathan Armstrong goes back to consider the long running soap opera, sage and story that is Carlos Ghosn and Nissan. Armstrong shouts out to who show true leadership in a crisis and the Spirit of Christmas. 5. Jonathan Marks reviews the increase Caremark duties for Boards of Directors coming out of the Delaware courts. Marks expands on his rant about Hall of Fame horse trainer Bob Blaffert. 6. Tom Fox reviews the year in ESG and why compliance is the most well-suited corporate function to lead a corporate ESG effort. shouts out to John Lee Dumas, who as a college senior on 9/11, knew that night he was going to war, and to all the men and women who served in combat in America's 20-year war in Iraq and Afghanistan. The members of the Everything Compliance are: • Jay Rosen– Jay is Vice President, Business Development Corporate Monitoring at Affiliated Monitors. Rosen can be reached at JRosen@affiliatedmonitors.com • Karen Woody – One of the top academic experts on the SEC. Woody can be reached at kwoody@wlu.edu • Matt Kelly – Founder and CEO of Radical Compliance. Kelly can be reached at mkelly@radicalcompliance.com • Jonathan Armstrong –is our UK colleague, who is an experienced data privacy/data protection lawyer with Cordery in London. Armstrong can be reached at jonathan.armstrong@corderycompliance.com • Jonathan Marks is Partner, Firm Practice Leader - Global Forensic, Compliance & Integrity Services at Baker Tilly. Marks can be reached at jonathan.marks@bakertilly.com The host and producer, ranter (and sometime panelist) of Everything Compliance is Tom Fox the Voice of Compliance. He can be reached at tfox@tfoxlaw.com. Everything Compliance is a part of the Compliance Podcast Network. Learn more about your ad choices. Visit megaphone.fm/adchoices

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Episode 217 -- The Growing Risk of Individual Board Member Liability

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Play Episode Listen Later Dec 6, 2021 20:45

The Delaware Chancery Court is continuing its trend of permitting Caremark claims against corporate board members who fail to exercise proper oversight and monitoring of compliance programs. Over the past few years, the Delaware Chancery Court has consistently raised the stakes and expectation for Board member performance on corporate boards.In this Episode, Michael Volkov reviews the current board member liability cases and the Court's recent rulings.

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Drinks With The Deal: Willkie's Tariq Mundiya

The Deal

Play Episode Listen Later Dec 2, 2021 28:31

Tariq Mundiya, the head of litigation at Willkie Farr & Gallagher, discusses the Williams poison pill case from earlier this year as well as the CytoDyn decision and the evolution of Delaware's Caremark doctrine in this week's Drinks With The Deal podcast.

The Retailers are Coming (Part 2): CVS Health's Chief Strategy & Business Development Officer

Healthcare is Hard: A Podcast for Insiders

Play Episode Listen Later Oct 21, 2021 44:28

In the United States, 85% of the population resides within 10 miles of a CVS Pharmacy. Through continued growth and expansion since its founding as a health and beauty products retailer in the early 1960s, CVS Health has now become America's largest health services company. That expansion accelerated over the last two decades through acquisitions of companies like MinuteClinic, Caremark and Aetna that embedded CVS even more deeply into the U.S. healthcare system and communities across the country. Josh Flum has played key roles in CVS Health's transformation and healthcare strategy for nearly 20 years. After Yale Law School and a few years as a white-collar criminal defense attorney in Washington, DC, Josh decided on a career change and landed a job at Boston Consulting Group where he first crossed paths with CVS. In this episode of Healthcare is Hard, Josh tells Keith Figlioli about one project at BCG where he was begrudgingly selected to spend two weeks virtually living at CVS pharmacies learning everything there is to know about how they operate. That assignment proved invaluable for the rest of Josh's career. Since joining CVS in 2004, he has held several senior roles including leading pharmacy operations and overseeing Enterprise Product Innovation and Development teams. He also co-founded and leads CVS Health Ventures, and is currently CVS Health's Chief Strategy & Business Development Officer.Josh and Keith covered several pressing topics during this Healthcare is Hard interview including: The next evolution in pharmacy. Josh talks about fundamental shifts in the pharmacy business that have occurred in his career and what he thinks is in store for the future. While the deeply personal connection between people, families and pharmacists has always persisted – and will be integral for the future – the pharmacy business has moved from being about medication fulfilment, to clinical pharmacy care including medication adherence, to other aspects of medical care such as testing and immunizations. Josh says the future will be about pharmacists practicing at the top of their license and balancing clinical care interventions with new technology and the consumer relationships that pharmacists have always maintained.The retail threat. Keith posed the same question to Josh that he asked Walgreen's CMO on last month's Healthcare is Hard episode: how should incumbent healthcare delivery players think about the emerging role of retailers? To Josh, it comes down to how a company fits into three trends: patient as consumer; care in community, home and virtual settings; and technology. Josh says CVS feels very well positioned to play a big role in the future of healthcare as these trends continue to evolve, while recognizing that the company still has much more to do and will need to work in partnership with the broader healthcare system to make the kind of change that is necessary.The flip side of innovation. Through his role at CVS Health Ventures, Josh sees many of the exciting developments that are going to make care easier and more ubiquitous, but sometimes wonders if the pace of advancement could overwhelm consumers. Putting himself in the consumer's shoes, he says it's all about trust. He believes consumers will turn to the people and organizations they know and trust to help navigate new experiences – organizations like CVS Health. For its part in the innovation ecosystem, Josh says CVS Health Ventures is currently focusing on investment themes including care delivery, consumer centric healthcare, whole person care and disruptive tech enablement that crosses all these domains.To hear Josh and Keith talk about these topics and more, listen to this episode of Healthcare is Hard.

Matthew Mitchell - Television Executive - Management Expert

United Fight Alliance - For the Fighter in You

Play Episode Listen Later Jul 2, 2021 37:56

Matthew's diverse career has spanned a number of industries. He spent ten years doing finance deals for large corporate clients with US Leasing and GE Capital. He made a career change in the early ‘90's by going to work for Lucasfilm Ltd. in the Entertainment industry. He headed their electronic editing systems division and represented their proprietary technology to the major studios and production companies. Matthew later served as VP of Television sales for two top post-production facilities in Los Angeles, once again cultivating relationships with studio heads, and independent film companies. He spent several years in the Communications industry with Qwest Digital Media being one of the first to sell the ability to deliver content over the internet. At present, Matthew is a keynote speaker, an expert in negotiations, organizational savvy, and power messaging skills. He travels nationally, and internationally for his consulting work with many of the fortune 500. He has consulted and trained some of the biggest companies in the world. Current and former clients include: UPS, VMware, GE (multiple divisions), Exxon Mobil, Microsoft, ATT, Yahoo, Oracle, Cisco, HP, Intel, AMD, Aetna, Siemens, Owens Corning, Cardinal Health, Care Fusion, Autodesk, Caremark, Citigroup, Wells Fargo, Sprint, Abbott Labs, Wellpoint, United Healthcare, Ingenix, Optum Health, AMD, Hersheys, Neustar, Honeywell, and Applied Materials. invites people to cultivate and harvest the innate skills that lie within us all. He challenges companies to transform the fabric of their corporate culture by assisting people to extract meaning and value from the work they do. Utilizing higher principles, companies can increase individual productivity and overall corporate performance. The following are a few topics that Matthew addresses: From Prophet to Profit The Attitude of Excellence Enhance Performance: Transforming Toxic Work Environments Cultivate Meaning from The Work We Do Tools to overcome adversity Serve corporate and personal vision without selling out

Episode 256 – the Biden Statement on Corruption edition

This Week in FCPA

Play Episode Listen Later Jun 11, 2021 41:59

With Jay moving this week, Tom is joined by Complinace Kristy (Kristy Grant-Hart) as special guest host. They take a look at this week's stories top compliance and ethics stories which caught their interest on This Week in FCPA in the Biden Statement on Corruption edition. Stories President Biden's Statement and Memorandum on corrption. Tom takes a deep dive in four blog posts on the FCPA Compliance and Ethics Blog. Matt Kelly in Radical Compliance. Alexandra Wrage on the FCPA Blog. Rick Messick in GAB. Jessica Tillipman in the FCPA Blog. Don't get caught up in endless internal investigations. Lloydette Bai-Marrow in the FCPA Blog. Biden Dumps PCAOB Board. Aaron Nicodemus and Kyle Brasseur in Complinace Week. (sub req'd) More on Caremark. Jeff Kaplan in the Conflict of Ethics Blog. What is conflict due diligence? Lawarence Heim in PracticalESG Blog. Can you measure a ‘speak-up' culture by the number of complaints? Martin Lønstrup in the FCPA Blog. Two former Chadean diplomats indicted for corruption. Mike Volkov in Corruption, Crime and Compliance. Are there smoking guns in your Board minutes? Terry Quimby in the Compliance Cosmos. Do you need a People Committee on your BOD? Reshmi Paul and Jeff McLean in Compensation In Context. Podcasts and Events How does history inform compliance? What are the leadership lessons from ancient Greeks and Romans? Find out in this special 10 part podcast series on famous Greeks and Romans from Plutarch's Lives this week on 12 O'Clock High, a podcast on business leadership, hosted by Richard Lummis and Tom Fox. In Episode 1, they mine Plutarch about the lives of and leadership lessons from Themistocles and Camillus. Trekking Through Compliance Returns! Tom reviews all 79 episodes of Star Trek, the Original Series beginning June 1. Each day at 3 PM on the Compliance Podcast Network. This week included Mudd's Women, What are Little Girls Made Of?, Miri, Dagger of the Mind and The Corbomite Maneuver. AB InBev invites you to the Compliance Open House on June 15 at 10AM EST on the topic “Collaboration Framework for Democratizing Compliance Analytics – where are we and what is next." Registration and information here. On July 1, join K2 Integrity's Snezana Gebauer and Darren Matthews will present a webinar on asset tracing at the IBA Global Influencer Forum. Learn more and register: https://www.k2integrity.com/en/events/k2-integrity-webinar-at-iba-global-influencer-forum-fraud-debt-and-judgements-how-to-maximize-asset What is the role of compliance in managing Environment, Social, and Governance (ESG) initiatives? Join this Convercent Global Forum to learn what's ahead for ESG and what you should start thinking about now, to be prepared before regulations go into effect. On June 16, 11 AM ET. Registration and information here. Tom announces his latest book, The Compliance Handbook, 2nd edition is available for presale purchase. Use the code FOX25 and go here. The Compliance Handbook 2ndedition will be available in both print and eBook editions. Tom Fox is the Voice of Compliance and can be reached at tfox@tfoxlaw.com. Jay Rosen is Mr. Monitor and can be reached at jrosen@affiliatedmonitors.com. Learn more about your ad choices. Visit megaphone.fm/adchoices

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Ep.105 – Roy Shapira on a New Caremark Era

Business Scholarship Podcast

Play Episode Listen Later Apr 29, 2021

Roy Shapira, associate professor at IDC Herzliya, joins the Business Scholarship Podcast to discuss his article A New Caremark Era: Causes and Consequences. Shapira observes that Delaware's Caremark doctrine, which has long imposed compliance duties on boards without much opportunity for shareholders to bring related claims, has entered a new era in a recent quartet of cases. He predicts that this turn of Caremark claims surviving motions to dismiss is the result of parallel developments around shareholders' Section 220 inspection rights. Shapira closes by highlighting the potential for a "new" Caremark to complement other compliance-enforcement mechanisms. This episode is hosted by Andrew Jennings, a teaching fellow and lecturer in law at Stanford Law School.

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Take Charge of Your Well-Being – John La Puma, MD

The Retirement Wisdom Podcast

Play Episode Listen Later Jan 12, 2021 35:12

At the beginning of a new year, it's natural to think about what you can do to live a healthier lifestyle. Are there changes you can make to enhance your holistic well-being? Our guest, John La Puma, MD is a leader in the practice of Culinary Medicine and EcoMedicine, preventative medicine approaches to create a healthier lifestyle through what we choose to eat and the health benefits of nature. We discuss with Dr. La Puma: How he came to combine medicine, cooking, and farming. The state of the medical profession today in embracing of Culinary Medicine. What he sees as the pillars of a healthy diet from the Culinary Medicine and EcoMedicine points of view as we age. How some major diseases may be preventable with the right lifestyle modifications, in his opinion. What he's found works in helping people make changes in their lifestyle. The unique health challenges that men face – and what areas men should focus on. What role Nature and EcoMedicine play in a healthy lifestyle. ___________________ Bio John La Puma MD is Clinical Director and Founder of Chef Clinic; he’s also a professionally trained chef, organic and regenerative avocado farmer and a New York Times best-selling author twice. He has led clinical trials of nutritional interventions designed to improve burnout, obesity, hypertension, osteoarthritis, insomnia and diabetes, and pioneered culinary medicine. His mission is to help you get measurably healthier with what you eat and how you live. Dr. La Puma guest taught the first medical lecture on Nature Therapy at Harvard University’s Lifestyle Medicine course, and taught the first Nutrition and Cooking course for medical students in the US, at SUNY-Upstate with Dr. Michael Roizen of the Cleveland Clinic, and the first Culinary Medicine clinical course for medical students in the US, at DMU. He has authored over 50 peer-reviewed scientific papers and three medical books, including a CME book and the first peer-reviewed article about culinary medicine. His work has been published by the New England Journal of Medicine, JAMA and the British Medical Journal. Four of his books–Refuel, ChefMD’s Big Book of Culinary Medicine, Cooking the RealAge Way and The RealAge Diet–have been bestsellers around the world, been translated into 8 languages and sold over a million copies. Dr. La Puma is a renowned speaker and demonstration cook. He delivered the first lectures at Harvard and at TEDMED on Culinary Medicine, and at the University of Chicago on Comfort Food. He has also presented at the prestigious TEDx and Gel Health conferences and is consistently rated among the very best speakers by the audiences he addresses. He has been a consultant and spokesperson for CIGNA, Caremark, GSK and Kraft, among other partners, and founded Alternative Medicine Alert, an evidence-based monthly newsletter for clinicians on dietary supplements and integrative medical approaches. __________________________ Wise Quotes On The Benefits of Lifestyle Modifications "The CDC actually addressed that and they believe that 80% of heart disease, stroke and diabetes and 40% of cancer is preventable with lifestyle change. The CDC is about as conservative an institution in American medicine as exists. I think that almost all arthritis, particularly osteoarthritis is preventable. I think that loss of mobility as we age is inevitable, but it doesn't have to decline quickly. Having major diseases become and be thought of as preventable problems that can be mitigated is really a game-changer...So having more control than you think means that you can make better choices - and that they will matter. And after 50, almost all of aging is your choices before 50. Your genetics have a lot to say, but if you make a decision, you can change your life....not just improve your longevity, but improve your quality of life. And of course your flexibility, your energy level, your curiosity, your cognitive alertness,

Matt Kelly on the Role of Internal Audit

Cracking the Code of Spy Movies!

Play Episode Listen Later Oct 7, 2020 12:52

In this special five-part podcast series, I take a deep dive into the recent Herbalife FCPA Resolution. Over the next 5 podcasts Mike Volkov, Jay Rosen, Matt Kelly, Jonathan Marks and Jonathan Armstrong will all bring their own unique perspectives to this settlement. In this Part 3, Matt Kelly joins me to consider the role internal audit in this matter and the (non) actions of Herbalife’s Board of Directors. Some of the highlights include: Internal Audit as window dressing does not good government make. How high up must internal audit push? What is the Board’s duty? Is there a Caremark claim against the Herbalife Board of Directors? Learn more about your ad choices. Visit megaphone.fm/adchoices

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September 26, 2020-the Caremark and Boeing edition

Daily Compliance News

Play Episode Listen Later Sep 26, 2020 6:21

In today’s edition of Daily Compliance News: Caremark case against Boeing Board? (WSJ) Whistleblower receives $1.8MM. (WSJ) Companies which received PPP engaged in fraud (I’m shocked). (WaPo) Shareholders sue Alphabet over sexual harassment settlements. (NYT) Learn more about your ad choices. Visit megaphone.fm/adchoices

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Spy Movie News -- Tenet, The King's Man, Black Widow, & Red Notice - 8/11/2020

Play Episode Listen Later Aug 11, 2020 10:26

The COVID-19 pandemic has caused upheaval for the movie industry. In the US, the major theater chains are planning to reopen by the end of August. Tenet is the first tentpole movie that will release in this environment. This 10 minute podcast will look at the pandemic's impact on Tenet, The King's Man, Black Widow and Red Notice. We also look at changes the studios are making that may impact things to come. Namely, the recent announcements by Disney, Universal, & AMC have the potential to shake up the industry. They are using the pandemic as their excuse. We'll talk about possible impacts of their announcements on spy movies to come. Subscribe!

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Recent M&A and Litigation Developments in Delaware

S&C Critical Insights

Play Episode Listen Later Aug 10, 2020 18:24

In this episode of S&C's Critical Insights podcast series, Litigation partners John Hardiman and Brian Frawley join M&A partner Matt Goodman to provide an overview and analysis of recent Delaware corporate law developments. The partners explore new guidance on the Delaware Supreme Court's decision in Kahn v. M&F Worldwide that provides a safe harbor for controlling stockholder buyouts, updates to the law governing Caremark claims, recent trends in books and records requests under Delaware law and litigation related to the COVID-19 pandemic.

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Episode 63 - the Novartis edition

Big Fish in the Talent Pool

Play Episode Listen Later Jul 16, 2020 64:19

Welcome to the only roundtable podcast in compliance. Today, we have the full quintet of Jonathan Armstrong, Jay Rosen, Matt Kelly, Jonathan Marks and Mike Volkov sitting in to discuss various aspects of the Novartis settlements and ending with a veritable mélange of rants and shouts outs. Jonathan Armstrong critiques the ongoing corruption in the pharma industry and implores the industry to do business differently. Instead of a shout out, he asks that we each reach out to someone who has been laid off during the Coronavirus crisis and check in with them. Jay Rosen considers the Novartis FCPA settlement from the recidivist angle, noting that the Swiss company joins an ignominious list of multiple FCPA offenders. Rosen rants against the Trump Administration’s attempt to strip visas from foreign students who are studying remotely. Matt Kelly considers the data analytics angle from the Novartis enforcement action and how it instructs a compliance professional on how to use data analysis. He shouts out to the new CEO of Wirecard, named 24 hours after taking over the CCO chair at the embattled company. Mike Volkov looks at False Claims Act settlement by Novartis (as opposed to the FCPA settlement). He shouts out to Chief Justice John Roberts who only dissented in two decisions from the court’s most recent term. Jonathan Marks looks at the Novartis settlement from the internal controls and accounting perspective. He also asks if there are any Caremark claims against the Novartis Board of Directors. He shouts out to the genius who invented the phrase “Document Document Document!” The members of the Everything Compliance are: Jay Rosen– Jay is Vice President, Business Development Corporate Monitoring at Affiliated Monitors. Rosen can be reached at JRosen@affiliatedmonitors.com Mike Volkov – One of the top FCPA commentators and practitioners around and the Chief Executive Officer of The Volkov Law Group, LLC. Volkov can be reached at mvolkov@volkovlawgroup.com Matt Kelly – Founder and CEO of Radical Compliance. Kelly can be reached at mkelly@radicalcompliance.com Jonathan Armstrong –is our UK colleague, who is an experienced data privacy/data protection lawyer with Cordery in London. Armstrong can be reached at armstrong@corderycompliance.com Jonathan Marks is Partner, Firm Practice Leader - Global Forensic, Compliance & Integrity Services at Baker Tilly. Marks can be reached at marks@bakertilly.com The host and producer (and sometime panelist) of Everything Compliance is Tom Fox the Compliance Evangelist. Everything Compliance is a part of the Compliance Podcast Network. He can be reached at tfox@tfoxlaw.com Learn more about your ad choices. Visit megaphone.fm/adchoices

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Episode 204 – the Bad Ice Cream edition

This Week in FCPA

Play Episode Listen Later May 7, 2020 32:45

In addition to not following President Trump’s advice to have having bleach for breakfast and UV light for lunch, we now add Blue Bell Ice Cream to the “No-Eat” list for their criminal behavior leading to three deaths from listeria. Sad for this loss but determined to persevere, self-distancing Tom and Jay are back to consider some of the top compliance articles and stories which caught their collective eye this week. Blue Bell Ice Cream pleads guilty to two misdemeanor counts of distributing adulterated ice cream products. Mike Volkov blogs and podcasts about it in on Corruption Crime and Compliance. Tom intones on the FCPA Compliance and Ethics Blog. Jon Rausch on Dipping Through Geometries. More from Tom on the former CEO and Chairman of the Board criminally indicted for lying about it. Tom further reports with a two-part blog on the Board’s corporate governance failures, Part-1 COIs and Part 2-Caremark failures. Rough sailing ahead for CCOs in cruise line industry. Matt Kelly weighs in on Radical Compliance. Tom and Matt take a deep dive in this week’s Compliance into the Weeds The SEC responds to criticism and ramps up its whistleblower awards. Dave Michaels reports in the WSJ. Moro resigns in Brazil, setting off a political crisis. Jessie Bullock In the Global Anti-corruption Blog. NY DFS files action against opioid mfg for insurance fraud. Lawyers from Paul Weiss in NYU’s Compliance and Enforcement blog. Lost in a sea of regulations? Kristy Grant-Hart explains how to navigate it in a guest post on Ethics and Compliance Matters. Another Caremark case survives in Delaware. Kevin LaCroix in the D&O Diary. Did US gov purchase from sanctioned entity? Geert Vermuelean in Risk and Compliance Platform Europe. Should it be decision-making instead of risk management? Norman Marks in Governance, Risk Management and Audit. Interested in moving to the CCO chair? Check in on this month’s edition of The Compliance Life where Tom visits with Ellen Hunt, CCO at AARP. In this Part 1, Hunt discusses the start of your journey. New episodes appear each Tuesday in May at 1 PM CST. The Compliance Life is now available on iTunes. Tom has a wide ranging discussion with Nick Gallow on Compliance Lines’ new podcast, The Ethics Experts. Available on the Complaince Podcast Network. On Compliance and Coronavirus this week: James Gellert on financial health of 3rd parties as a key DD inquiry; Ben Wolf on the new normal of doing business after Covid-19; Fry Wernick on ephemeral messaging and video conferencing under the FCPA. Compliance and Coronavirus in sponsored by SAI Global. On the Compliance Podcast Network, Tom explores written standards; all on 31 Days to a More Effective Compliance Program. This week’s offerings: Monday-Clearly articulated written standards; Tuesday-the Code of Conduct; Wednesday-Code of Conduct: Structure and Format; Thursday- Design of your Code of Conduct; Friday- Training on your Code of Conduct. Note 31 Days to a More Effective Compliance Program now has its own iTunes channel. Tom Fox is the Compliance Evangelist and can be reached at tfox@tfoxlaw.com. Jay Rosen is Mr. Monitor and can be reached at jrosen@affiliatedmonitors.com. Learn more about your ad choices. Visit megaphone.fm/adchoices

ceo donald trump lost coronavirus board brazil blog code lawyers hunt ice cream delaware nyu compliance rough audit conduct d d monitor risk management uv enforcement aarp cco moro matt kelly fcpa tom fox paul weiss jay rosen ccos blue bell ice cream compliance podcast network caremark dave michaels compliance evangelist kristy grant hart sai global ellen hunt kevin lacroix mike volkov ethics blog

Episode 16: Running at the Tough Stuff with Nancy Johnson of Adtalem

Play Episode Listen Later Apr 28, 2020 34:15

Nancy Johnson, VP of Talent Acquisition and Development for workforce solutions provider Adtalem Global Education brings a wealth of cross-industry HR experience from organizations like Caremark, RR Donnelly, and SaraLee. In this interview, Nancy shares how in the midst of the Covid-19 pandemic, her teams are exercising agility, creativity, and continued productivity, leveraging their experiences from recent hurricane-impacted regions. No stranger to challenges, Nancy talks about her own “curiosity with a little bit of impatience” that has shaped her career choices, and the experiences that have taught her how to effectively influence strategy, drive change and manage internal politics - critical skills for current and future TA Leaders. Topics Discussed: The value of TA through the broader HR lens Agility as a key skill in response to global change Cultivating the “softer side” of relationships to accompany a bias for action Engaging internal customers on the bigger picture of TA metrics and anecdotes Adtalem Global Education’s pivot to 100% online courses for 30,000 nursing students to help meet the COVID-19 challenge Connect with Nancy Johnson LinkedIn: www.linkedin.com/in/nancy-johnson-59948727 Connect with Erin Peterson Erin is a Talent Acquisition Interim Leader and RPO Advisor with PeopleResults. She has led TA and RPO globally for some of the most successful organizations in the world including Accenture, Aon Hewitt, and Amazon. She translates her unique global experience to help clients with TA strategy, employment branding, onboarding, candidate experience, and recruitment process outsourcing (RPO) decisions. Connect on Social Website: https://www.people-results.com LinkedIn: linkedin.com/in/erinpeterson Twitter: https://twitter.com/ErinMcPeterson

covid-19 amazon running development accenture talent acquisition rpo tough stuff nancy johnson social website aon hewitt caremark peopleresults rr donnelly

Rebecca Walker on the Delaware Court’s Marchand Decision [Podcast]

Compliance Perspectives

Play Episode Listen Later Mar 24, 2020 12:52

Post By: Adam Turteltaub For years In re Caremark was the definitive decision from the Delaware courts on board oversight of compliance programs. Decided in 1996, the Delaware Court of Chancery held that directors had a duty of care. However, as Rebecca Walker of the firm Kaplan & Walker explains in this podcast, the bar was still a bit low. The Board could only be held responsible, the Court found, if it utterly failed to implement monitoring and reporting systems, or consciously failed to oversee them. Now, though, thing seem to have changed. In Marchand vs. Barnhill, the Delaware Supreme Court held that, if boards fail to put in place a reasonable system of monitoring and oversight in key compliance risk areas, they may be subject to liability for related compliance failures. The Court wrote: “Caremark does have a bottom-line requirement that is important: the board must make a good faith effort—i.e., try—to put in place a reasonable board-level system of monitoring and compliance." Listen in as she outlines the Court’s decision and the implications for board oversight of compliance programs. And, to learn more, SCCE members can look up her article in the SCCE magazine or on Cosmos.

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Episode 114 -- Update on Board Member Liability for Compliance Oversight Failures

PLUGHITZ Live Presents (Video)

Play Episode Listen Later Oct 27, 2019 23:11

Corporate board members have an obligation to oversee and monitor a company's compliance program. In two recent cases, Delaware courts have tightened the standard governing board liability under the Caremark decision. Several months ago, in a case involving the Blue Bell Ice Cream listeria outbreak, the Delaware Supreme Court applied a heightened standard when relating to "mission-critical" issues involving food safety to a food company. In another decision, on October 1, 2019, in Clovis Pharmaceuticals, a Delaware Court denied a motion to dismiss a complaint finding that a board's failure to react to red flags concerning a clinical trial protocol satisfied the Caremark standard. In this Episode, Mike Volkov discusses these two important cases and board member liability under Caremark.

corporate failures delaware compliance board members liability oversight blue bell ice cream delaware court caremark mike volkov

Crowdmark removes the frustration from the grading process in school

Play Episode Listen Later Sep 25, 2019 13:21

The grading process for teachers, teachers assistants, and professors can be a big challenge, especially as the student count per educator increases. For the students, receiving those grades is also a challenge, between having to get assignments to the teacher in time, then waiting an unknown amount of time to get back the score can be emotional. Some technologies have come around to try and enhance that experience, but as our host Daniele can attest, those technologies tend to come with a caveat: a lack of feedback. A new platform, Crowdmark, recognized all of these issues and set out to address them.One of the big focuses of the platform is providing meaningful feedback to the students. This can be done in a couple of different ways. First, the teacher can create a collection of pre-defined comments, each with an assigned score. The teacher and their assistants can then use that as a rubric to score assignments easily and uniformly. However, sometimes something happens that just doesn't fit into the pre-defined. Then, the grader can enter a custom comment and score it as needed. This makes the process more fair for students that are in a large group, including those submitting papers for competitions and contests.For students, the benefit of feedback is obvious. If you get useful information about what you did right and what you did wrong, you can try to get better at that particular topic. The feedback received from instructors through Caremark has become so important to students that one of the schools using the platform has a dedicated channel on Reddit called "Caremark Flex" in which students share their biggest, most impressive feedback.Caremark is looking to expand its reach to new colleges and universities. For more information about the platform and to contact the company about bringing it into your school, check out their website.Sponsored by: Get $5 to protect your credit card information online with Privacy. Amazon Prime gives you more than just free shipping. Get free music, TV shows, movies, videogames and more.

tv school reddit amazon prime privacy frustration grading removes caremark

Crowdmark removes the frustration from the grading process in school

PLuGHiTz Live Special Events (Audio)

Play Episode Listen Later Sep 25, 2019 13:21

tv school reddit amazon prime privacy frustration grading removes caremark

This Week in FCPA-Episode 162 – the Halfway to ‘Take it Back’ edition

This Week in FCPA

Play Episode Listen Later Jul 12, 2019 28:06

The All-Star Game has come and gone and the Astros are halfway back to returning the World Series trophy to Houston. As Tom and Jay look forward to the second half of the baseball season, they are back to discuss some of this week’s top compliance and ethics stories which caught their collective eyes. 1. GDPR week. 2. Why do FCPA resolutions take so long? Matthew Stephenson considers through the lens of the Walmart FCPA enforcement action. I3. What is suspension and debarment? Jay Rosen explains in Part 1 of a five-part series.4. The FBI is actively investigating in Latin America. Matt Ellis reports.5. What finance can learn about compliance from recent corporate scandals. 6. Deutsche Bank now under scrutiny for its role in 1 MDB scandal. Dylan Toklar continues to nail. 7. What is data maintenance and why is it so critical to compliance? 8. CCOs and D&O coverage. Julie DeMauro and Janaya Moscony. 9. Caremark is alive and well, at least when it comes to ice cream. 10. Have you checked in on Trekkng Through Compliance? If not sample of this week’s exploration of Star Trek-the Original Series and compliance. Check out the following: Monday-Metamorphosis; Tuesday-Journey to Babel; Wednesday-Friday’s Child; Thursday-The Deadly Years; and Friday-Obsession. The podcast is available on multiple sites: the FCPA Compliance Report, iTunes, JDSupra, Megaphone,YouTube, Spotify and Corporate Compliance Insights, Compliance Podcast Networkand now on the C-Suite Radio Network. 11. Tom and Jonathan Marks are joining Sean Freidlin (back from his honeymoon) on a Hanzo webinar on Wednesday, July 17 at 2 PM EDT. We discuss compliance research, trend and key enforcement actions from Q2. The event is free. For more information and registration details, click here. Tom Fox is the Compliance Evangelist and can be reached at tfox@tfoxlaw.com. Jay Rosen is Mr. Monitor and can be reached at jrosen@affiliatedmonitors.com. For more information on how an independent monitor can help improve your company’s ethics and compliance program, visit our sponsor Affiliated Monitors at www.affiliatedmonitors.com. Learn more about your ad choices. Visit megaphone.fm/adchoices

spotify child fbi star trek world series latin america houston astros babel halfway monitor all star game gdpr deutsche bank original series megaphone take it back mdb hanzo fcpa tom fox jay rosen ccos matt ellis jonathan marks wednesday friday i3 caremark compliance evangelist affiliated monitors matthew stephenson corporate compliance insights

January 15 2019 Issue

Neurology® Podcast

Play Episode Listen Later Jan 14, 2019 19:55

1. A score that predicts one year functional status in anti-NMDA receptor encephalitis patients. 2. [What's Trending]: Part 2: Drug pricing and the Institute for Clinical and Economic Review framework. In the first segment, Dr. David Lapides talks with Dr. Ramani Balu about his paper on a score that predicts one year functional status in anti-NMDA receptor encephalitis patients. In the second part of the podcast, you'll hear the the second part of Dr. Gordon Smith's interview with Dr. Steve Pearson on the Institute for Clinical and Economic Review and drug pricing. DISCLOSURES: Dr. David Lapides has served as a consultant for Board Vitals; and has received foundation/society research support from the National Multiple Sclerosis Society Clinical Fellowship. Dr. Ramani Balu has received governmental research support from the National Institutes of Health and the Department of Defense. Dr. A. Gordon Smith has served on the scientific advisory board of the Regenesis Data Monitoring Committee; has served on the editorial boards for Continuum and Annals of Clinical and Translational Neurology; has served as a consultant for Regenesis; has served on the speakers' bureau for Alexion; has received commercial research support from Impeto Medical SAS; and has received governmental research support from the National Institute of Diabetes and Digestive and Kidney Diseases and the National Institute of Neurological Disorders and Stroke. Dr. Steve Pearson's Institute for Clinical and Economic Review has received membership dues from Aetna, Alnylam, America’s Health Insurance Plans (AHIP), Anthem, AstraZeneca, Blue Shield of CA, Cambia Health Solution, CVS, Caremark, Editas, Express Scripts, Genentech, GlaxoSmithKline, Harvard Pilgrim Health Care, Health Care Service Corporation (HCSC), HealthPartners, Johnson & Johnson, Kaiser Permanente, Mallinckrodt Pharmaceuticals, Merck & Co., National Pharmaceutical Council (NPC), Novartis, Premera Blue Cross, Prime Therapeutics, Regeneron, Sanofi, and United Healthcare; and has received foundation/society research support from the Laura and John Arnold Foundation, the California Health Care Foundation, Blue Shield of California Foundation, Kaiser, East Bay Community Foundation, and the Commonwealth Fund.

america health institute defense journal drug diabetes clinical national institutes anthem stroke astrazeneca cvs neurology continuum johnson johnson united healthcare kaiser permanente novartis digestive annals sanofi aetna genentech glaxosmithkline blue shield regeneron neurological disorders gordon smith healthpartners nmda commonwealth fund express scripts regenesis alexion alnylam economic review caremark premera blue cross steve pearson disclosures dr john arnold foundation ramani balu david lapides

January 8 2019 Issue

Neurology® Podcast

Play Episode Listen Later Jan 7, 2019 21:07

1. Development and validation of a score to detect paroxysmal atrial fibrillation after stroke. 2. [What's Trending]: Drug pricing and the Institute for Clinical and Economic Review framework. In the first segment, Dr. Andy Southerland talks with Dr. Timo Uphaus about his paper on the development and validation of a score to detect paroxysmal atrial fibrillation after stroke. In the second part of the podcast, Dr. Gordon Smith focuses his interview with Dr. Steve Pearson on the Institute for Clinical and Economic Review and drug pricing. DISCLOSURES: Dr. Southerland has severed on editorial boards for the Journal Neurology and is Section Editor for the Neurology Podcast. Dr. Timo Uphaus reports no disclosures. Dr. A. Gordon Smith has served on the scientific advisory board of the Regenesis Data Monitoring Committee; has served on the editorial boards for Continuum and Annals of Clinical and Translational Neurology; has served as a consultant for Regenesis; has served on the speakers' bureau for Alexion; has received commercial research support from Impeto Medical SAS; and has received governmental research support from the National Institute of Diabetes and Digestive and Kidney Diseases and the National Institute of Neurological Disorders and Stroke. Dr. Steve Pearson's Institute for Clinical and Economic Review has received membership dues from Aetna, Alnylam, America’s Health Insurance Plans (AHIP), Anthem, AstraZeneca, Blue Shield of CA, Cambia Health Solution, CVS, Caremark, Editas, Express Scripts, Genentech, GlaxoSmithKline, Harvard Pilgrim Health Care, Health Care Service Corporation (HCSC), HealthPartners, Johnson & Johnson, Kaiser Permanente, Mallinckrodt Pharmaceuticals, Merck & Co., National Pharmaceutical Council (NPC), Novartis, Premera Blue Cross, Prime Therapeutics, Regeneron, Sanofi, and United Healthcare; and has received foundation/society research support from the Laura and John Arnold Foundation, the California Health Care Foundation, Blue Shield of California Foundation, Kaiser, East Bay Community Foundation, and the Commonwealth Fund.

3 Rules of Surviving Amazon - PPN Episode 635

Pharmacy Podcast Network

Play Episode Listen Later Jul 26, 2018 13:53

How can Independent Community Pharmacy Survive Amazon? Here's 3 suggestions: Major: Hey guys, my name's Major. This is Darshan, and today we're gonna be discussing three things pharmacists need to do to stave off Amazon. We are with the Gavel & Pestle Podcast. Darshan, what are the three things we need to know? Darshan: First things first, Major, we should probably talk about what the word "stave off" means, because you know what? Major: I was wondering about that. Darshan: That's just big words right there. Major: "Stave." Who uses that in conversation? Darshan: I know. I'm that guy. I'm just using the words stave off to mean like keeping people out- Major: Like put off. Keep them away. Darshan: Put off. Yeah. There you go. Major: Okay. Darshan: But, here's the key piece that you and I are talking about, which is can pharmacists survive? We did a podcast for Amazon coming on. We talked a little bit about how Amazon's going to take over the world, but what does this mean for pharmacists? What do we as a profession need to do so that we aren't simply just waiting to be mowed down by the giant machine that is Amazon? Major: Speaking of, Amazon recently acquired PillPack. That's why we're primarily talking about this. Because there are some concerns that the demand for pharmacists might diminish. Darshan, let me ask you this, when the GPS became big the demand for cartographers dropped significantly just because there wasn't an actual need for physical mapmakers at that time. Is this comparable? Is diminishing demand for the pharmacists a concern? Darshan: It's such a great question. Major knows this; I'm a huge reader of Reddit, and this is a problem but it continues to be an addiction I try to stave off, but it doesn't work- Major: Stave off or put off? Darshan: I know, right? The question is, did the need for cartographers drop off when GPS came on? And there was a recent comment on Reddit where they asked about well, "Are there any cartographers? Do people need to be cartographers?" Major: Oh now? Yes. Darshan: Turns out it's a massive need. Major: Now, yes, but at the time, I actually had a buddy who was going to school for it and he had to drop out and change direction. He had to pivot because there wasn't many placement opportunities for him. Nowadays, there certainly is with map-making opportunities and different boutiques, so to speak, but with those specifics, that's a different story. I was just using that on the surface to kind of compare to the demand for pharmacists. Darshan: And I actually agree with you; the point I was making is the same one, which is people who are going to stay and do the same thing, if you're going to be a cartographer, if you're going to be a pharmacist who wanted to do the same thing 20 years ago, you're probably gonna die off. But, if you're to be that pharmacist who adapts, who changes, who sees what this new world looks like and knows how to be part of it, you would be very much in demand. When Google Maps was coming on, when Apple Maps was coming on, and to come on and go, "We know what this new world looks like, and here's where the opportunity lies." People can makes millions if you know where the world is going, talk to people, learn about it, and then go, "Here's where I can position myself." Today we're gonna talk- Major: Do they have to do that within Amazon? Do they have to be absorbed by the giant? Or can they exist outside of that? Or is that what we're gonna talk about today? I don't mean to jump [crosstalk 00:03:44]. Darshan: Well that's gonna be part of what ... Well I guess we just did right? Major: I'm so excited about this, like wow. Darshan: Well and that's always a good thing. So here's how I think about Amazon. Now when we think about Amazon, say I don't know, five, six, seven years ago, we thought about Amazon being that company that made all the things, sold all the things. And the Amazon came up with its Amazon Marketplace. And what was the Amazon Marketplace? Anyone can get onto Amazon and use it as a virtual store and sell their stuff off Amazon. So your goods will literally compete against Amazon and be sold by Amazon. Amazon's happy 'cause they're still making a cut. You're happy 'cause you're still going to one place to get things. So the question to ask is in the future will pharmacies become competitors to PillPack? Can you imagine being a pharmacist sitting in New York City and trying to sell and access a patient in Albany? And you could only do that now because Amazon gives you the ability to access those patients. Major: Right. Darshan: Amazon connects you. That would open up opportunities for pharmacists that simply doesn't exist. Is Amazon gonna do that? I don't know. But if you compare to the current business model, it is very much within their current business model. So maybe Amazon is going to offer some opportunities and offer growth opportunities that we simply didn't consider. Then there's a question of what you just mentioned, which is people creating specialties. In cartography, it was creating what are called hyper-local communities. Which is looking at where is the closest Dairy Queen and what is around the Dairy Queen? But in the case of pharmacy, that could be talking about vet prescriptions. That could be talking about schedule two drugs. That could be talking about narcotics, that's schedule twos. Specialty drugs, personalized care, emergency antibiotics, compounding. All of which are opportunities that simply are difficult to achieve using a PillPack. Major: So at the beginning- Darshan: And that ... Go ahead. Major: At the beginning of the podcast we said we were gonna talk about three things pharmacists need to know. So what's thing number one? Darshan: Thing number one is the Amazon Marketplace. Keep an eye out, keep an ear out. Is that gonna be an opportunity for you? Number two, consider offering things that Amazon is not well positioned to offer. Schedule twos, specialty, personalized care, antibiotics, compounding. Major: Well you can offer, that's legal to offer. Darshan: Right. Very much so. Here's a third option. Amazon is really good at delivering goods. What Amazon's not the greatest at, and still struggles with this, is delivering services. And what you can do, and what CVS, for example, is doing, and what Walgreens are doing, is partnering with healthcare practitioners. Maybe partnering with a nurse practitioner and allowing them to come and give ... and sort of have a teaching session at your pharmacy. Maybe they diagnose patients at your pharmacy 'cause your pharmacy's more convenient. Now you've gotta be careful 'cause there are stark laws, and there are anti-kickback laws that all come into play because you can be given kickbacks and the like. But overall partnering with certain healthcare providers may very well give you opportunities you hadn't thought of. So that's three. Here's the thing Major. We never stop at giving them what we promised. We give them always one more. And here's our one more. The enemy of my enemy is my friend. How do you stave off Amazon? Consider partnering with people you traditionally thought of as your enemy. Who do pharmacists traditionally think of as their enemy? They think about reimbursement. They think about how they aren't being paid enough. So your PBMs. Your GPOs who may theoretically be helping you, but you feel like you don't have enough of a margin. You, as the pharmacy, are now going to go, "PBM. If you don't support me, I die off. You don't have a base to do to, 'cause my patients are going to Amazon. What you need is to live 'cause Amazon's going to flatten you out." Maybe there's an opportunity in the future to actually start partnering with PBMs and getting better pricing to allow for better opportunities for patients. Major: So just real quick- Darshan: And that ... Yeah. Major: PBM, what is a PBM? Darshan: Oh. PBM is your pharmacy benefit manager. Major: Pharmacy benefit manager. Darshan: So when you go to ... Correct. So what does that actually mean? So when you get insurance, it'll be like your Blue Cross, Blue Shield or it'll be your Aetna. They often will say, "You know, we'll take care of your healthcare, but we are handling your actual drugs." So Optum, Caremark, all those are your PBMs. And what they'll do is they'll negotiate all the bits and pieces associated with your prescription drugs. Major: Okay. Darshan: They're called PBMs. Major: So just to review, the three things a pharmacist needs to stave off or put off Amazon, number one there's still hope for the Amazon Marketplace. You could- Darshan: Yup. Major: Thing number two, offer options and services that they cannot offer yet. That you can offer, legally. Number three, enemy of my enemy is my friend? Is that- Darshan: Yup. Major: All right. Darshan: And option four, is partner with other healthcare providers. Major: So I have a question for you Darshan. So either losing a substantial chunk of business or going out of business altogether can be seen as one of the top concerns pharmacists have when it comes to Amazon steps into the pharmacy market. That's what we're talking about the three things pharmacists need to ... The current podcast. So is there another concern that pharmacists need to have about Amazon's acquisition of PillPack? Darshan: What are you thinking about Major? Talk to me a little bit more about what you're thinking about. Major: No, no. I'm not thinking about anything specific. I'm just saying is that all that we need to think about? Darshan: About whether just pharmacists are ... Well, explain the question to me. I'm sorry. I feel like I didn't quite catch it. Major: So we're focusing right now specifically on one thing and that's reduced demand of pharmacists. How can we exist after that chapter? How can pharmacists exist after that? That being the primary concern, could there be another concern? Is there something waiting in the wings that we haven't thought about or? Darshan: Oh. So I think the other thing that you've gotta think about is pharmacists are going to start landing up in a situation where they are ... How should I put this? They're gonna start getting desperate 'cause they're gonna see the patient volume start changing. And the mixture start changing. Major: Oh wow, yeah. Darshan: And fewer patients will go. And because of that, you'll see pharmacists taking shortcuts. And those shortcuts could very much result in problems. That can result in pharmacists filling, say opioid prescriptions that are inappropriate because you don't wanna lose that patient 'cause that patient comes consistently. You might land up in a situation where marketers are going and building a relationship. We talked about these relationships being built with other providers, but if not done appropriately, it can be hugely problematic. And the Department of Justice, the Office of Inspector General, they're all looking over your shoulder. I can assure you, they're looking closely. And if they are looking closely ... I mean recently I heard, I think it was like a two billion dollar situation where, I think it was like 700 odd healthcare providers were collected because they were inappropriately billing. So fraud is going to become a huge problem if pharmacists aren't careful. So let's do this Major, why don't we make our next talk about fraud and what pharmacists should be aware of as they continue in a post-Amazon world? Major: Hey, that sounds like a great idea. Well guys, thanks a lot for listening to Gavel and Pestle. My name's Major, this is Darshan. Stay tuned for fraud and pharmacists. Darshan: Thanks guys. See omnystudio.com/listener for privacy information.

Who decides what you’re paying for drugs

Buckeye Forum

Play Episode Listen Later May 18, 2018 14:31

Dispatch political reporters Cathy Candisky and Marty Schladen discuss what pharmacy-benefit managers are and how we learned about this topic. Next we talk about what the price reimbursement rates are for pharmacies and how this plays a role with CVS Caremark. Finally we mention how Medicaid is involved with this issue and what Ohio lawmakers are attempting to do about it.

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641: He Has $25B In Medical Tech Exits, $2B Raised, He's Sitting On PhotoTherapy $1b+ Bet Now with CEO Jim Sweeney

The Top Entrepreneurs in Money, Marketing, Business and Life

Play Episode Listen Later Apr 26, 2017 20:43

Jim Sweeney. He’s the CEO and one of the founders of Clarify Medical. He began his entrepreneurial journey at Sharp Hospital where he worked full-time delivering hospital supplies while still in high school. He then spent 3 years in the US Army Medical Corps where he ran a remote, medical service dispensary serving 2500 families in Germany. He received a degree in business from San Diego State University. James has founded 12 medical companies including Caremark, Caps, Corum, Bridge Medical, CardioNet and co-founded Owned Outcomes. He’s also led a successful leveraged buyout or LBO with McGaw Labs which he took public and is now owned by BBraun. His financing history includes raising venture capital and expansion capital for his ideas leading to over $25B in exit values of companies he founded. Famous Five: Favorite Book? – Zero to One What CEO do you follow? – David Hale Favorite online tool? — N/A Do you get 8 hours of sleep?— Between 4-6 If you could let your 20-year old self, know one thing, what would it be? – Jim wished he knew “that the government would have the amount of influence on health care that they have, today” Time Stamped Show Notes: 01:49 – Nathan introduces Jim to the show 02:53 – Clarify Medical has a first-mover advantage in the dermatology space 03:00 – They have well-established treatments for various skin diseases 03:17 – They’ve developed a device that will enable people to self-treat at home, using their smartphones 03:33 – The device will be launched directly to the patients 03:40 – The device is called Clarify Mobile UVB treatment system 03:59 – There are over 33M Americans who suffer from skin disease 04:21 – The device can be connected through the smartphone 04:51 – Jim has raised a little over $2B in venture capital 04:55 – Jim had an exit value of $25B for his companies 05:06 – There are exits via IPO and sales 05:40 – Jim shares why he decided to have an LBO with McGaw Labs 05:56 – Jim had been an employee of the company so he acquired the company with prior knowledge of what their issues were 06:26 – The deal was in mid-October 1990 06:33 – The company’s valuation 07:27 – Jim bought the company with his friends 07:47 – The Clarify Mobile UVB treatment system device will sell for $600 or can be leased for $39 per month 08:15 – Jim expects to have long relationships with their patients because some of their skin diseases are life-long conditions 08:30 – If the device didn’t exist, patients would spend $100 annually for therapeutic drugs which have various side-effects 09:30 – Obamacare has allowed Clarify to go directly to the consumers 09:43 – Jim thinks the total costs of Obamacare haven’t been exposed 10:35 – Jim expects more medical companies will go directly to consumers 10:42 – The bad news is that people will spend more directly from their pockets than in the past 10:50 – The good news is doctors are now seen as customers 11:11 – The solution for healthcare is for patients to be more engaged with their healthcare providers 11:33 – Clarify will start generating revenue from the device later this year 11:36 – Jim has already raised $6M and is still looking to raise another $12-15M in the next few months 12:00 – Jim doesn’t have a scientific explanation on how he came up with the pre-money valuation 12:22 – All of Clarify’s financing at this point is from their pre series A round 12:43 – Team size is 12 but will double in the next few months 12:50 – The company is based in San Diego 13:00 – Jim can’t disclose the cost of making the device 13:43 – The cost will carry a respectable margin 13:47 – The app will be sold for $9.99 per month, on a subscription basis 14:25 – Jim believes that Clarify’s valuation will be into the billions for IPO exits 15:45 – The Famous Five 3 Key Points: More healthcare providers are now going directly to consumers and are skipping the third-party service. Knowing a company by heart will make it easier for you to make a fair valuation. Making your employees a share holder of your company will definitely change their attitude towards the job, leading to a more successful company. Resources Mentioned: The Top Inbox – The site Nathan uses to schedule emails to be sent later, set reminders in inbox, track opens, and follow-up with email sequences Organifi – The juice was Nathan’s life saver during his trip in Southeast Asia Klipfolio – Track your business performance across all departments for FREE Acuity Scheduling – Nathan uses Acuity to schedule his podcast interviews and appointments Host Gator – The site Nathan uses to buy his domain names and hosting for the cheapest price possible Audible – Nathan uses Audible when he’s driving from Austin to San Antonio (1.5-hour drive) to listen to audio books Freshbooks – Nathan doesn’t waste time so he uses Freshbooks to send out invoices and collect his money. Get your free month NOW Show Notes provided by Mallard Creatives

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Day 5 of One Month to a Better Board

Play Episode Listen Later Feb 7, 2017 13:36

The Office of Inspector General (OIG), Department of Health and Human Resources, issued a paper entitled “Practical Guidance for Health Care Governing Boards on Compliance Oversight” (the OIG Guidance). It provides an excellent road map for thinking about how to structure a Compliance Committee for your Board and a Board’s obligations. As an introduction, the OIG Guidance states that a Board must act in good faith around its obligations regarding compliance. This means that there must be both a corporation information and reporting system and that such reporting mechanisms provide appropriate information to a Board. It stated, “The existence of a corporate reporting system is a key compliance program element, which not only keeps the Board informed of the activities of the organization, but also enables an organization to evaluate and respond to issues of potentially illegal or otherwise inappropriate activity.” The OIG Guidance sets out four areas of Board oversight and review of a compliance function; “(1) roles of, and relationships between, the organization’s audit, compliance, and legal departments; (2) mechanism and process for issue-reporting within an organization; (3) approach to identifying regulatory risk; and (4) methods of encouraging enterprise-wide accountability for achievement of compliance goals and objectives.” While noting that a corporate compliance function should promote the prevention, detection and remediation of compliance violations, the OIG Guidance goes on to state that an organization’s Chief Compliance Officer (CCO) “should neither be counsel for the provider, nor be subordinate in function or position to counsel or the legal department, in any manner.” Rather the Board must ensure the CCO and compliance function have resources to fulfill their assigned role within an organization and access to the Board. The Board should evaluate and discuss how management works together to address risk, including the role of each in: identifying compliance risks, investigating compliance risks and avoiding duplication of effort, identifying and implementing appropriate corrective actions and decision-making, and communicating between the various functions throughout the process. A key component of Board oversight is through the flow of information. The OIG Guidance says, “The Board should set and enforce expectations for receiving particular types of compliance-related information from various members of management. The Board should receive regular reports regarding the organization’s risk mitigation and compliance efforts—separately and independently”. These reports can come to the Board via a variety of reporting mechanisms; regular Board meetings, special Executive Sessions where the Board meets with the CCO or compliance leadership outside of the presence of senior management and ad hoc communications from the CCO. All of these help create a “continuous expectation of open dialogue” which is paramount for proper Board oversight. Of course, if a serious compliance issue arises, it needs to be communicated directly, and in a timely manner, to the Board. But in addition to setting the expectations for the flows of information, a Board must also set expectations for holding senior management accountable for areas such as compliance. This can be through the assessment of “individual, department, or facility-level performance or consistency in executing the compliance program” and using this information to payout or withhold discretionary based bonuses “based upon compliance and quality outcomes.” The OIG Guidance also notes, “Some companies have made participation in annual incentive programs contingent on satisfactorily meeting annual compliance goals. Others have instituted employee and executive compensation claw-back/recoupment provisions if compliance metrics are not met.” However the key component is that “Through a system of defined compliance goals and objectives against which performance may be measured and incentivized, organizations can effectively communicate the message that everyone is ultimately responsible for compliance.” A Board also needs to have regular reports on the risks that any organization may face. This means keeping abreast of “relevant and emerging regulatory risks, the role and functioning of an organization’s compliance program in the face of those risks and the flow and elevation of reporting of potential issues and problems to senior management.” The OIG Guidance speaks to technological solutions when it says, “Some Boards use tools such as dashboards—containing key financial, operational and compliance indicators to assess risk, performance against budgets, strategic plans, policies and procedures, or other goals and objectives—in order to strike a balance between too much and too little information. For instance, Board quality committees can work with management to create the content of the dashboards with a goal of identifying and responding to risks and improving quality of care.” Moreover, a Board should also mandate that the company’s compliance function have the proper tools in place to facilitate compliance reporting internally. It states, “Boards should also consider establishing a risk-based reporting system, in which those responsible for the compliance function provide reports to the Board when certain risk-based criteria are met. The Board should be assured that there are mechanisms in place to ensure timely reporting of suspected violations and to evaluate and implement remedial measures. These tools may also be used to track and identify trends in organizational performance against corrective action plans developed in response to compliance concerns.” Ultimately a Board should drive home of the message of compliance as “a way of life” so that it permeates into the DNA of a health care organization. For if a Board can help drive compliance into the fabric of an organization, it will have done more than simply fulfill its legal obligations starting in the Caremark decision and going forward. The Board will have helped to make the entire organization more compliance-centric and when a Board can help to facilitate such a change in attitudes, it will have moved the organization several steps down the road of doing business in compliance with relevant laws and issues. The OIG Guidance is an excellent review for not only compliance professionals and others in the health care industry but a good primer for Boards around their own duties under a best practices compliance program. The US Federal Sentencing Guidelines, the Ten Hallmarks of an Effective Compliance Program, the “OIG voluntary compliance program guidance documents, and OIG Corporate Integrity Agreements (CIAs) can be used as baseline assessment tools for Boards and management in determining what specific functions may be necessary to meet the requirements of an effective compliance program. The Guidelines “offer incentives to organizations to reduce and ultimately eliminate criminal conduct by providing a structural foundation from which an organization may self-police its own conduct through an effective compliance and ethics program.” The compliance program guidance documents were developed by OIG to encourage the development and use of internal controls to monitor adherence to applicable statutes, regulations, and program requirements.” Three Key Takeaways Information flow up to the Board is critical. Compliance should be institutionalized in your company as a way of life. A Board needs to consider all risks. For more information, check out my book Doing Compliance: Design, Create and Implement an Effective Anti-Corruption Compliance Program, which is available by clicking here. Learn more about your ad choices. Visit megaphone.fm/adchoices

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Day 1 of One Month to a Better Board