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Crowell & Moring's Tax practice represents health care industry clients with respect to federal and state tax matters in business transactions, controversies, and litigation. Our practice encompasses all U.S. tax aspects of business dealings and all administrative and litigation forums.

We have extensive experience advising charitable and social welfare health care organizations that are recognized as tax-exempt under Code section 501(c)(3), 501(c)(4), and 501(c)(9) (Voluntary Employees’ Beneficiary Associations) on whether proposed activities are consistent with their exempt status, structuring and ongoing administration and compliance issues (including formation, best practices, policies and procedures), unrelated business income issues, and issues arising from participation in partnerships, LLCs, and joint ventures. We also provide counseling on application of Code section 501(m) and a range of issues affecting trade and professional associations exempt under Code section 501(c)(6).

In the transactional area, we counsel health care organizations on the tax aspects of mergers, stock and asset acquisitions, joint ventures, and debt and equity financings. We have drafted numerous executive compensation arrangements, including option and stock plans, for health care clients, and advise on the application of Code sections 162(m)(6), 280G, and 409A. We also work with clients on state tax law matters, including, when applicable, federal preemption of state tax obligations.

We also have extensive experience advising our health care industry clients on all aspects of ERISA and the Affordable Care Act (ACA), including the complex compliance and reporting requirements under Code section 4980H (also known as employer shared responsibility or "pay or play") as well as regulatory and compliance issues concerning HSA’s, HRA’s, FSA’s and other health and welfare benefit plans.

Recent engagements for health care clients include:

  • $440 million stock acquisition of a health management company by a NYSE-listed insurance company. 
  • $165 million merger acquisition of a medical diagnostic company by a NASDAQ corporation.
  • Joint venture establishing a high-volume specialty pharmacy business between two NYSE-listed corporations. 
  • Advised an integrated health care delivery network in consideration of application for tax-exempt status. 
  • Advised on structure, establishment and administration of Voluntary Employees’ Beneficiary Associations under Code Section 501(c)(9).
  • Provided advice regarding application of the Code and ERISA to health insurers and Pharmacy Benefit Managers (PBM’s) with respect to the application of prohibited transaction rules and fiduciary compliance issues regarding health and welfare plans.
  • Provided advice regarding High Deductible Health Plans (HDHPs), HSA’s, FSA’s, HRA’s and related tax issues. 
  • Advised health insurance issuers on application to state governmental entities regarding state law requirements applicable to group Medicare Part D prescription drug plans offered to retirees.
  • Managed care organization in developing tax-qualified travel reimbursement program for employees.
  • Tax-exempt health plan in connection with tax consequences of joint marketing agreement.
  • For-profit health plans and other health care delivery entities in structuring joint ventures with tax-exempt entities.
  • Integrated delivery network in consideration of application for tax-exempt status.
  • Hospice in structuring compensation arrangements to doctors.
  • University health system in creation of new fund entities to invest corporate and pension assets.
  • Private equity sponsor in connection with its acquisition of several dermatology businesses.
  • Health insurance issuer in resolving Code section 4980H compliance issues, including tax reporting and employee classification issues.

View More

"All Aboard: New York Enacts The Women on Corporate Board Study Act," Health Care Alert (February 5, 2020). Contacts: Stephanie Marcantonio, Marsena Farris, Deirdre Long Absolonne, Michelle Chipetine
Client Alert/Newsletter
"Practice Fusion Settlement Highlights Government’s Increasing Focus on Health Information Technology Certification and Financial Relationships in Enforcement Actions," Health Care Alert (February 4, 2020). Contacts: Stephanie D. Willis, Jodi G. Daniel, Kelly Hightower Hibbert
Client Alert/Newsletter
"Federal Circuit Adds New Guidelines to its Oral Argument Guide," (February 3, 2020). Contacts: Ali Tehrani, Benjamin Christoff, Terry Rea
Client Alert/Newsletter
Direct Contracting, Launching Soon, Pushes Practices To Put More Skin In The Game Part B News (February 3, 2020)
In the News
"Timely Health Care Topics to Beat the CLE Buzzer!" Healthcare Ounce of Prevention Seminar (HOOPS), Los Angeles, CA (January 23, 2020). Presenter: Kristin J. Madigan.
Speech/Presentation
Crowell & Moring Releases Litigation Forecast 2020: What Corporate Counsel Need to Know for the Coming Year (Jan.22.2020)
Firm News/Announcement
Health Care – The Growing Risk of Disability Litigation (January 22, 2020). Contributor: Brian McGovern.
Publications
"Trends in Litigation: Review and Analysis of Landmark Litigation Withdrawal Liability," 17th Annual Made in America: Taft Hartley Benefits Summit, Las Vegas, NV (January 21, 2020). Speaker: David McFarlane.
Speech/Presentation
"Fiduciary Liability in Healthcare," 17th Annual Made in America: Taft Hartley Benefits Summit, Las Vegas, NV (January 20, 2020). Speakers: David McFarlane and Samuel W. Krause.
Speech/Presentation
"Emerging False Claims Act Risks for 2020 and Beyond," Crowell & Moring Webinar (January 15, 2020). Presenters: Crowell & Moring Government Contracts Group.
Speech/Presentation

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Crowell & Moring LLP is an international law firm with more than 500 lawyers representing clients in litigation and arbitration, regulatory, and transactional matters. The firm is internationally recognized for its representation of Fortune 500 companies in high-stakes litigation, as well as its ongoing commitment to pro bono service and diversity. The firm has offices in Washington, DC, New York, Los Angeles, San Francisco, Orange County, London, and Brussels.

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