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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.
  • Counseled managed care organization in developing tax-qualified travel reimbursement program for employees.
  • Advised tax-exempt health plan in connection with tax consequences of joint marketing agreement.
  • Counseled for-profit health plans and other health care delivery entities in structuring joint ventures with tax-exempt entities.
  • Counseled integrated delivery network in consideration of application for tax-exempt status.
  • Advised hospice in structuring compensation arrangements to doctors.
  • Advised university health system in creation of new fund entities to invest corporate and pension assets.
  • Counseled private equity sponsor in connection with its acquisition of several dermatology businesses.
  • Advised health insurance issuer in resolving Code section 4980H compliance issues, including tax reporting and employee classification issues.

View More

"LB&I Tells Employees to Resume Normal Operations," Tax Alert (July 6, 2020). Contacts: David J. Fischer, Teresa Abney
Client Alert/Newsletter
"Supreme Court Declines Certiorari in Altera, Stock-Based Compensation Cost Sharing Regulations Stand," Tax Alert (June 26, 2020). Contacts: David J. Fischer, Eleanor Moran McWaters
Client Alert/Newsletter
INSIGHT: Impact Of Proposed IRS Regulations Under Section 45Q For Carbon Capture Credit (June 17, 2020). Authors: David B. Blair, David J. Fischer, Teresa Abney, Carina C. Federico.
Publications
"IRS Announces Proposed Regulations Under Section 45Q for Carbon Capture Credit," Tax Alert (June 2, 2020). Contacts: David B. Blair, David J. Fischer, Teresa Abney, Carina C. Federico
Client Alert/Newsletter
"Treasury and CBP Must Allow Drawback Refunds of Excise Taxes Pending Government Appeal," Tax Alert (May 20, 2020). Contacts: John B. Brew, Teresa Abney, John Arszulowicz
Client Alert/Newsletter
Crowell & Moring's Carina Federico Named ABA Tax Section Nolan Fellow (May.18.2020)
Firm News/Announcement
"Top Questions Answered by New Section 162(f) Regulations," Tax Alert (May 13, 2020). Contacts: David B. Blair, S. Starling Marshall, Teresa Abney
Client Alert/Newsletter
"Continuing Uncertainty Around Loan Forgiveness in the Paycheck Protection Program," Government Contracts Bullet Points (May 12, 2020). Contacts: Mana Elihu Lombardo, S. Starling Marshall, Amy Laderberg O'Sullivan, Paul J. Pollock, Olivia Lynch
Client Alert/Newsletter
"Deductions for Charitable Contributions during the Pandemic: Five Things to Know," Tax Alert (May 7, 2020). Contacts: Dwight N. Mersereau, Eleanor Moran McWaters
Client Alert/Newsletter
"IRS Issues Guidance on the Employee Retention Credit: Who Can Claim It and How Much?," Tax Alert (May 1, 2020). Contact: S. Starling Marshall
Client Alert/Newsletter

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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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