Schedule

• FY 2023 Program Letter

• EO Exam Updates

• EO Determinations Updates

• Clean Energy Credits

• EO Guidance Update

• EO Litigation Update

• General Employment Tax Update

• 2022-2023 Priority Guidance Plan Fourth Quarter Update

• House Committee on Ways and Means oversight plan to investigate tax-exempt organizations with regard to IRS monitoring and enforcement of noncompliance, abuse, and disclosure; hearing on nonprofit hospitals

• Senate Finance Committee, letter from Senator Warren and Senator Wyden to McKinsey & Co. relating to work for Providence hospital to implement fee collection actions and compliance with 501(r)

• Drug pricing and Medicare price negotiation, individual coverage, codification of Health Reimbursement Arrangements (HRAs), health plan price transparency, and the Medicare negotiations

• All fifty states and various territories have unclaimed property requirements. Health care companies can be subject to compliance requirements in any state where they have patients, providers, insurers, customers, shareholders, vendors, or employees

• The health care specific reporting considerations, as well as best practices for risk mitigation, including voluntary disclosure programs

• Audits in light of increasing focus on the health care industry, as well as relevant litigation and legislative developments

• Unclaimed property opportunities such as refund claims and AR credit balance and exemption reviews

• Not-for-profit hospital community benefits are a well-defined set of activities mandated by Affordable Care Act (ACA) requirements and IRS rules

• Yet, congress and some academics are questioning whether the rules are sufficient and whether they are enforced by IRS

• The IRS definition of community benefit and how hospitals are required to assess community health needs, plan to meet identified needs and evaluate the impact of their plans

• Requirements for IRS oversight of community benefit and how that enforcement has played out

• How hospital legal, advocacy and communications departments can work together to tell the community benefit story

• Within the current health care landscape, it may be advantageous to enter joint ventures, partnerships, or other third-party arrangements that enable health care providers to best support their patients

• However, these types of arrangements may trigger tax or other reporting consequences that should be considered and addressed at the outset

• This session will discuss the various tax-related issues that may arise when implementing a joint venture or similar arrangement

• Further, it will provide suggestions for addressing these issues in the negotiations so that resolutions may be memorialized in the organizing documents for the arrangement

Discuss the current headlines related to tax-exempt health care and if the industry is:

• Providing benefits commensurate with tax savings

• Subject to enough federal oversight

• Relying on an overly broad definition of community benefit

• Too aggressive on collections

• The starting point: Applying the fiduciary duties of care and loyalty

• The intersection with the Rules of Professional Conduct

• Financial conflicts of interest: Challenges and practical solutions

• Dualities of interest: Determining and addressing adverse interests

• Drafting considerations for governance policies, bylaws, disclosure forms, and director agreements

• Case studies: The good, the bad, and the ugly

• Why transfer pricing matters and when it is needed

• How to position your organization for success in an IRS audit and beyond

• Recognize transfer pricing as a strategic tool to impact operations, management, and cash flow

• Lessons learned from non-compliance with Section 501(r) of the Internal Revenue Code

• Detection and correction of errors and related Form 990 Schedule H disclosures, education of key 501(r) stakeholders, and implementing 501(r) compliance procedures

• 501(r) enforcement update, including 501(r) issues IRS has focused on in examinations and compliance checks

• Interaction between M&A due diligence and 501(r) compliance matters

• Common 501(r) compliance errors and misconceptions

• The corporate practice of medicine, highlighting why physician groups/health care practices are generally structured one way during operations

• Current trends in physician practice group acquisitions and strategic affiliations

• How the tax classification of physician groups/health care practices matters upon a sale, exit or restructuring, including the implementation of an F-reorg, the steps involved and why the reorganization must take place in order for the practice group to sell to a non-physician/non-licensed professional Buyer

• Tax nuances associated with "friendly physician" structure and gray areas related to post-closing filing of taxes by physician groups and MSOs

• 2022 was one of the worst in health system history; labor costs are up, capital is more expensive to obtain, care continues to migrate to outpatient settings, and revenue growth is not keeping pace

• In order to fortify balance sheets and avoid debt covenant issues, many health systems are monetizing non-core assets and ancillary businesses

• As part of performance improvement efforts, rationalization of corporate costs and optimization of past mergers are leading to both severance and retention considerations

• Despite industry pressures, health care systems must continue to pursue innovation, including telehealth, alternative investments and overseas opportunities

• How health systems are responding to the unprecedented times and the related tax considerations, implications and pitfalls

State Charity Regulator Focus:

• Hospital Charity Care–statutory changes, reporting, regulatory compliance, and enforcement actions

• Health Care Transactions–authority, statutory changes, recent examples

• Health Care System governance issues–notable service line closures (e.g., birthing units), fiduciary duties of sole member entities, active parent boards, and mirror boards

• Migration from not-for-profit to for-profit health facilities-oversight

• Private equity concerns in health care organizations-revenue cycle, credit cards, debt collectors, quality of care

• Fair billing generally

The Inflation Reduction Act (IRA) made many of the clean energy tax credits refundable for certain tax-exempt and certain governmental hospitals and other health care organizations.  In, this session, the former Deputy Tax Legislative Counsel in Treasury’s Office of Tax Policy, who led the development of guidance and internal policy making on tax issues associated with renewable energy, oil and gas, and utilities, will provide an overview of these credits and the types of investments they incentivize and also discuss how to best identify and operationalize these opportunities for hospitals and other health care organizations. This session will also discuss recent guidance developments in this area as well as some best practices and traps for the unwary.

Executive compensation is one of the most important issues that a health care organization must address. Health care organizations need to balance their overall tax-exempt objectives with their need to recruit and retain skilled leaders to accomplish those objectives, spur future growth, and operate within their financial constraints. Panelists in this session will discuss:

• Executive compensation trends, including market changes post-COVID

• Important tax exemption considerations (private inurement/private benefit, intermediate sanctions law, excise taxes, Form 990 reporting)

• Considerations for determining and documenting "reasonable compensation"

• The mechanics for establishing a rebuttable presumption of reasonableness

• Not-for-profit hospital community benefits are a well-defined set of activities mandated by Affordable Care Act (ACA) requirements and IRS rules

• Yet, congress and some academics are questioning whether the rules are sufficient and whether they are enforced by IRS

• The IRS definition of community benefit and how hospitals are required to assess community health needs, plan to meet identified needs and evaluate the impact of their plans

• Requirements for IRS oversight of community benefit and how that enforcement has played out

• How hospital legal, advocacy and communications departments can work together to tell the community benefit story

• Within the current health care landscape, it may be advantageous to enter joint ventures, partnerships, or other third-party arrangements that enable health care providers to best support their patients

• However, these types of arrangements may trigger tax or other reporting consequences that should be considered and addressed at the outset

• This session will discuss the various tax-related issues that may arise when implementing a joint venture or similar arrangement

• Further, it will provide suggestions for addressing these issues in the negotiations so that resolutions may be memorialized in the organizing documents for the arrangement

• Post-issuance compliance matters for both private use and arbitrage, to include written post-issuance compliance procedures

• IRS update, including how the additional funding from the Inflation Reduction Act might impact bond compliance efforts at the IRS

• Common problem areas that trip up filers of the Form 990, Schedule K

• The current interest rate environment and its impact on the arbitrage rebate exposure for issuers and borrowers

• Why transfer pricing matters and when it is needed

• How to position your organization for success in an IRS audit and beyond

• Recognize transfer pricing as a strategic tool to impact operations, management, and cash flow

• 2022 was one of the worst in health system history; labor costs are up, capital is more expensive to obtain, care continues to migrate to outpatient settings, and revenue growth is not keeping pace

• In order to fortify balance sheets and avoid debt covenant issues, many health systems are monetizing non-core assets and ancillary businesses

• As part of performance improvement efforts, rationalization of corporate costs and optimization of past mergers are leading to both severance and retention considerations

• Despite industry pressures, health care systems must continue to pursue innovation, including telehealth, alternative investments and overseas opportunities

• How health systems are responding to the unprecedented times and the related tax considerations, implications and pitfalls

• The corporate practice of medicine, highlighting why physician groups/health care practices are generally structured one way during operations

• Current trends in physician practice group acquisitions and strategic affiliations

• How the tax classification of physician groups/health care practices matters upon a sale, exit or restructuring, including the implementation of an F-reorg, the steps involved and why the reorganization must take place in order for the practice group to sell to a non-physician/non-licensed professional Buyer

• Tax nuances associated with "friendly physician" structure and gray areas related to post-closing filing of taxes by physician groups and MSOs