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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.

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Allscripts Close to Reaching Deal with DOJ for Health IT Certification, Anti-Kickback Statute, and HIPAA Issues (August 16, 2019). Authors: Jodi G. Daniel, Stephanie D. Willis and Maya Uppaluru.
Publications
Time's Up For Medicine: #MeToo Targets The Healthcare Industry (August 16, 2019). Authors: Stephanie Marcantonio, and Katie Erno.
Publications
The Best Lawyers in America 2020 Recognizes 49 Crowell & Moring Attorneys, Three Selected as Lawyer of the Year (Aug.16.2019)
Firm News/Announcement
"CMS Proposes Changes to its Stark Law Advisory Opinion Process," Health Care Alert (August 13, 2019). Contacts: Troy A. Barsky, Stephanie D. Willis, Payal Nanavati
Client Alert/Newsletter
Sunshine Act/Open Payments Regulatory Changes in the 2020 Physician Fee Schedule (August 12, 2019). Authors: Stephanie D. Willis and Alice Hall-Partyka.
Publications
For-Profit Takeovers Of Nursing Homes Are Attracting AG's Scrutiny Crain's New York Business (August 8, 2019)
In the News
"Payers, Providers, and Patients – Oh My!: Health Care Compliance Programs," Podcast: Payers, Providers, and Patients – Oh My! (August 7, 2019). Contacts: Jacinta Alves, Payal Nanavati, Joe Records
Client Alert/Newsletter
Trump Administration and Congress Are Moving Quickly on Health Care Price Transparency and Lowering Costs (August 1, 2019). Authors: Jodi G. Daniel, Michael W. Lieberman, Joseph M. Miller and Maya Uppaluru.
Publications
New York Not-For-Profit Nursing Home Sales Are Subject To Increased Scrutiny By The Attorney General (July 26, 2019). Authors: Paul W. Mourning, Stephanie Marcantonio, and Michael G. DiFiore.
Publications
UHS' Stock Price Up More Than 10% After $127M DOJ Settlement News Modern Healthcare (July 25, 2019)
In the News

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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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