JOAs in Healthcare: Regulatory Compliance, Maintaining Tax-Exempt Status in Virtual Merger Arrangements

Course Details
- smart_display Format
On-Demand
- signal_cellular_alt Difficulty Level
- work Practice Area
Health
- event Date
Wednesday, August 18, 2021
- schedule Time
1:00 p.m. ET./10:00 a.m. PT
- timer Program Length
90 minutes
-
This 90-minute webinar is eligible in most states for 1.5 CLE credits.
This CLE course will prepare healthcare counsel to structure joint operating agreements (JOAs) that meet regulatory requirements. The panel will address key factors in maintaining the tax-exempt status of the hospital and healthcare systems involved in the virtual merger.
Faculty

For 38 years, Mr. Dutton has helped hospitals, health systems, insurance companies, and large physician groups design and successfully implement cutting-edge integration and delivery strategies. He has led deal teams in innovative service line revenue mergers; dozens of hospital, HMO, insurance company, and clinical laboratory mergers, acquisitions, and joint operating agreements; statewide/multistate health system collaboratives; and distressed company transactions. Mr. Dutton has handled dozens of specialty/primary care physician practice acquisitions, including physician private equity transactions, and developed regulatory-compliant physician employment compensation models, created dozens of provider-based clinics and co-management arrangements, developed accountable care organizations (ACOs) and advised regarding the use of ACO waivers, and implemented every type of physician-hospital joint venture. Mr. Dutton is a frequent lecturer at national conferences on the latest models for physician-hospital integration and has authored numerous articles on health law-related topics.

Mr. Rii focuses his practice on healthcare transactions and regulatory matters surrounding mergers and acquisitions, corporate restructurings and joint ventures for hospitals, health systems, multispecialty and large physician practices, specialty and ancillary care providers, managed care organizations, private equity firms and financial institutions investing in the healthcare space. He counsels clients on healthcare compliance issues, including fraud and abuse and related matters, such as physician referral and anti-kickback regulations.
Description
There is a resurgence in JOA transactions, or virtual mergers or other creative affiliations, along with an increase of consolidations and acquisitions in healthcare. JOAs allow two or more hospitals or healthcare systems to unify operations for cost efficiencies while retaining their separate identities and autonomy.
Counsel to hospitals and healthcare systems must carefully structure the JOA to meet regulatory requirements, including the federal Anti-Kickback Statute. Counsel must also keep in mind that such collaborations may face antitrust scrutiny.
Further, counsel also must be mindful of tax issues when structuring JOAs to avoid jeopardizing the tax-exempt status of the parties. The IRS will analyze the facts and circumstances, including a review of the new organization created by the JOA, to determine whether the entities will retain their tax-exempt status.
Listen as our authoritative panel of healthcare attorneys examines structuring JOAs to meet the regulatory requirements and addresses the tax issues to maintain tax-exempt status. The panel will offer best practices for JOA transactions.
Outline
- Meeting regulatory requirements
- Anti-kickback
- Antitrust
- Maintaining tax-exempt status
- Integral part
- Relatedness
- IRS guidance
- Best practices
Benefits
The panel will review these and other key questions:
- What regulatory challenges do hospitals, healthcare systems, and their counsel face in structuring JOAs?
- What factors should counsel consider to avoid losing tax-exempt status in the JOA transaction?
- What are best practices for counsel when structuring JOAs?
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