Michael serves as outside governance counsel to many prominent corporations, including hospitals and health systems, voluntary health organizations, colleges and universities, disease charities, social service agencies, health insurance companies, pharmaceutical companies and financial institutions. Clients regularly seek Michael’s advice on complex and discreet governance matters including—but not limited to—the following:

• General application of fiduciary responsibilities
• Board conduct, composition and culture
• Board and committee structure
• Oversight of corporate legal, risk and compliance functions
• Intra-board conflict and dysfunction
• Application of governance ‘best practices’

Michael is often called upon to advise boards on judicial and regulatory challenges to governance; he also provides strategic counseling related to difficult corporate reputation matters and problematic media coverage. In addition, he frequently serves as special counsel for confidential internal board reviews, investigations and disciplinary matters.

Michael is particularly known for his expertise concerning governance structures arising from mergers, acquisitions and other change of control transactions; he is also widely recognized for his knowledge of nonprofit corporate law and related matters of public policy. As a Senior Contributor to Forbes, he writes about governance, leadership and boardroom culture topics. In addition, Michael is a periodic contributor to The Chicago Tribune on leadership and ethics topics, and reflections on Chicago history.

Michael is a nationally prominent and widely published thought leader on corporate governance matters. He is the author of both editions of the monograph Conflicts of Interest and the Non-Profit Board published by The Governance Institute. In addition to these monographs and his Forbes.com posts, Michael writes regular columns on corporate governance-related topics for Agenda, CorporateCounsel.com, and publications of The Governance Institute, the American Health Law Association and the National Association of Corporate Directors. He is a regular contributor on corporate governance topics to The New York Times’ “DealBook” feature; Corporate Board Member; The Chronicle of Philanthropy; the Harvard Law School Forum on Corporate Governance and Financial Regulation; Columbia Law School’s Blog on Corporations and the Capital Markets; New York University School of Law’s Compliance and Enforcement Forum; Law360; Corporate Compliance Insights; and Becker’s CEO Report. He is also frequently quoted on governance and compliance topics in The Wall Street Journal, Barron’s and The New York Times.

Michael is also coauthor of the three corporate governance compliance white papers published jointly by the US Department of Health and Human Services’ Office of Inspector General and the American Health Lawyers Association.

In addition to his written work, Michael is the featured presenter of the American Health Law Association’s popular podcast series exploring corporate governance issues relevant to health care organizations and their leadership.

Show Less

• Who’s Who Legal, Healthcare, 2021
• Acritas Stars, listed among independently rated lawyers, 2020
• The Legal 500 United States, 2015-2018
• LMG Expert Guides, Best of the Best, Healthcare, 2018
• American Health Lawyers Association, appointed as a fellow in 2006

Show Less