Home > Journals > WMLR > Vol. 67 (2025-2026) > Iss. 5 (2026)
William & Mary Law Review
Abstract
Once a provider of public support and charity, the American hospital is now a source of dividends for private actors. Profit interests have encroached on, and increasingly replaced, the publicly minded heroism of the American hospital, the central hub of a complex and disordered health care system. This new profit-first posture creates ill effects for the people who rely on health care delivery: those who work within it, those who are treated within it, and those who pay for it. When hospitals need to deliver for their corporate shareholders, legitimate questions arise about how much they are delivering for patients and physicians within their walls and citizens within their communities, and how much they are delivering for their stock price.
The tensions between profits and patients are on display especially during transformative transactions—specifically, when a hospital moves from a nonprofit charitable institution to one owned by, or part of, a corporate for-profit entity. The naturally adverse interests between a charitable hospital and a for-profit corporate entity are hard to miss. Much of health law is organized to navigate these challenges: Various governmental and nongovernmental actors orbit the institution, using a matrix of carrots and sticks to try to steer the corporate hospital away from the worst of its corporate impulses. These well-worn rules include preventing corporations from “practicing medicine,” bundling government payments to disincentivize overbilling, and applying draconian fraud laws to hospitals that cut corners. But despite best efforts, hospital ownership in the United States continues to march toward corporatization and financialization, with impacts that should not surprise the American patients who lack real regulatory recourse.
This Article takes the first step toward addressing this regulatory hole by seeking to bring corporate law—and its new understanding related to stakeholderism—within the doors of the American hospital. Suggesting that the modern American corporation should owe duties beyond those owed to shareholders, stakeholderism can serve as an ameliorative patient-protective governance doctrine for for-profit hospitals. Implementation-related challenges exist to such a move, for sure, but the value of importing a doctrine that broadens the focal point for corporate hospitals—to fix a duty to patients within the decision-making process of the health care corporation— installs a patient-protective bulwark within a governance structure that currently lacks it. The growing number of American patients of for-profit corporate hospitals deserve such protection.