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antitrust, hospitals, hospital mergers, nonprofit organization, Clayton Act


The law governing charitable corporations remains neglected and thoroughly muddled. Still unsettled are central issues regarding the accountability of directors and management, legal standards governing organic changes by nonprofit institutions, and mechanisms to ensure fidelity to the organization's charitable mission. For nonprofit corporations in the health care sector, which represent a large proportion of all health services supplied nationwide, particularly charity care, these shortcomings have had serious repercussions. The central issue addressed in this Article is how fidelity to the mission of the charitable health care corporation should be monitored. It advances the normative perspective that the law should maximize opportunities for nonprofits to fulfill their charitable missions, but should insist on more than nebulous assurances that society will receive tangible benefits. For nonprofit corporate doctrine, this Article proposes that nonprofit corporate law incorporate a principle of "mission primacy" - a doctrinal recognition that the nonprofit corporation's articulated charitable mission is its central objective.