Michael W. Peregrine is a partner in the law firm of McDermott Will & Emery LLP and is based in the Firm’s Chicago office.  He represents nonprofit corporations in connection with governance, corporate structure, executive compensation, tax and change-in-control matters.  Michael is recognized as one of the leading national practitioners in nonprofit corporate law.

Michael is outside governance counsel to many leading nonprofit corporations, including hospitals and health systems, voluntary health organizations, social service agencies and health insurance companies.  He frequently serves as special counsel in connection with confidential internal board reviews and investigations.  He regularly advises nonprofit boards on fiduciary duty issues associated with complex business transactions.      

In the 2009 edition of Chambers USA:  America’s Leading Lawyers for Business, Michael is listed in the top tier of health care lawyers in Illinois and is characterized as being “renowned across the country for his work for tax-exempt organizations, concentrating on governance, corporate structure and executive compensation.”  He was appointed by the American Health Lawyers Association as a Fellow in 2006.  Michael was also recently named by the BTI Consulting Group as a Client Service All-Star in its annual publication, The BTI Client Service All-Star Team for Law Firms.  He was cited by The National Law Journal as one of the “40 Health Care Lawyers Who Have Made Their Mark.”  Michael has been selected by his peers to be included in the 2009 edition of The Best Lawyers in America for his expertise in health.  In addition, he participates as an advisor to the American Law Institute in the preparation of the treatise, Principles of the Law of Nonprofit Organizations, and has served as a member of the Legal Framework Group of the Panel of the Nonprofit Sector.

Michael is noted for his role as a co-author of all three governing board compliance guidance white papers published jointly by the Office of Inspector General (Department of Health and Human Services) and the American Health Lawyers Association.

Michael is a frequent author and speaker on legal topics affecting tax exempt, nonprofit corporations.  He is a faculty member of The Governance Institute, La Jolla, California.  He is also a member of the editorial boards of both BNA’s Health Law Reporter and the Exempt Organization Tax Review.  Michael has authored over 250 articles on nonprofit corporation, tax-exempt organization and governance law topics.

Michael is frequently quoted on nonprofit law issues, in publications as diverse as The New York Times, The Wall Street Journal, The Washington Post, U.S. News and World Report, BusinessWeek, Corporate Counsel, Corporate Board Member, The Chronicle of Philanthropy, Crain’s Chicago Business, Chicago Tribune and Modern Healthcare.

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

• Governance reorganizations and bylaw revisions
• Conflicts of interest review and resolution
• Response to Congressional investigations and inquiries
• Voluntary self disclosure to state and federal agencies
• Internal investigation of suspected breach of fiduciary duty or fraud
• Response to state and federal examinations, audits and litigation
• The board’s fiduciary duty in complex business transactions
• Counsel to board committees (e.g., governance, investment, audit/compliance, executive compensation)
• Disputes with chapters, affiliates and divisions
• Compliance with UMIFA/UPMIFA
• Disputes regarding application of funds held in charitable trust
• Roles and responsibilities of chief compliance officer and general counsel
• Board compliance plan oversight obligations
• Effectiveness of organizational compliance programs
• Independent board investigative counsel

Practices & Industries

• Conflicts of Interest - Health
• Corporate Responsibility and Governance
• Health
• Health - M&A
• Hospital and Health System Transactions
• Nonprofit Organizations
• Tax Exemption

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