Practice Areas & Industries: Baker, Donelson, Bearman, Caldwell & Berkowitz, PC

Practice/Industry Group Overview

Many of the key participants in health care are exempt organizations. Baker Donelson has extensive experience addressing the tax and state regulatory issues that uniquely affect exempt organizations. With this knowledge, Baker Donelson has the depth to creatively problem-solve often complex and difficult transactional and business relationship issues involving exempt health care entities. Our numerous tax-exempt clients include local, regional and national hospitals and hospital systems; integrated delivery systems; academic medical centers and faculty practice plans; group physician practices and trade associations; and taxable entities involved in strategic relationships with exempt organizations, such as managed care organizations, joint venture structures and single specialty providers.

Representative Matters

• Obtained IRS exemption determinations for all types of exempt entities, including faculty practice plans and integrated delivery system models, and obtained private letter rulings involving matters such as unrelated business taxable income issues.
• Advised exempt organizations with regard to board governance issues, including the implementation of proper conflict of interest policies, charity and community benefit policies and operational procedures.
• Counseled exempt health care providers with regard to tax compliance for transactions and operations, including physician practice acquisitions and divestitures, physician recruitment, holding company system structures and taxable affiliates.
• Represented both exempt and taxable organizations in the acquisition or establishment of hospitals, ambulatory surgery centers and other specialty providers.
• Structured whole hospital and ancillary joint ventures for exempt organization participation and the avoidance of unrelated business taxable income.
• Counseled tax-exempt organizations with regard to appropriate policies and procedures for compensating executives, physicians and other insiders.
• Advised on private inurement, private benefit and IRS intermediate sanctions regime and procedures for minimizing liability, including board conduct and valuation issues.
• Obtained approvals from state attorneys general regarding conversion from nonprofit to for-profit status and the transfer of assets from nonprofit to for-profit entities, as well as advised on other nonprofit and state law issues.
• Advised both public charity and private foundation health care entities regarding tax compliance issues, fundraising, charitable giving and lobbying and political activities.