Best of Boards, 2nd Edition

Chapter 3Legal and Ethical Imperatives for Leadership

WholeHealth is a nonprofit health system operating hospitals, specialty clinics, home health, and hospice services. WholeHealth was among four finalists submitting bids for a multimillion dollar contract to provide health services to the state’s employees. During a lunch break in the bidders’ conference, an executive assistant tidying the room found, in plain sight, the figures submitted by the three other competing health providers. Acutely aware of the significance of the contract for WholeHealth, the assistant alerted her boss, the vice president of medical care management, who instructed her to copy the paper and return it to the conference room. He reasoned that WholeHealth might or might not want to use the information, and having the information would keep all of their options open. When he met at the end of the day with Helen, the CFO, to brief her about the negotiations, he also told her about obtaining the competitor’s data. Shocked, she held up her hands and said, “Have you looked at them?” "Of course I skimmed them. We’re definitely in the ballpark, but not the lowest bid at this point." Helen interrupted, "Stop right there. I don’t want to know any more until I’ve had a chance to talk with Hal (WholeHealth’s COO).

The dilemma facing Helen and Hal involves both legal and ethical issues. Is it legal to have taken and copied a proprietary document? Is it legal to obtain a contract by dishonest means? Having obtained ...