Schedule

• More than 30 states have promulgated hospital charity care (and billing and collections) laws and regulations; not-for-profit hospitals in those states must comply with state requirements and with federal rules stated in Section 501(r) of the IRS Code
• Changes to New York State’s Hospital Financial Assistance Law (HFAL) were enacted and became effective in 2024
• Assuring access to financial assistance is particularly important as people lose coverage under new federal rules and join the pool of uninsured and underinsured patients
• The New York State Office of the Attorney General (OAG) has been evaluating hospital compliance with HFAL, as amended, and has been requesting input from hospital trade associations regarding approaches for measuring and implementing improvement
• Achieving compliance with both state and federal financial assistance-related laws and regulations presents challenges for hospitals and for regulators
• How the OAG has been collaborating with hospitals and their trade associations; will review financial assistance requirements promulgated by several states; will summarize IRS 501(r) requirements; and will describe strategies for ensuring compliance with both state and federal requirements

Challenging economic conditions, competitive market pressures and post-transaction integration of governing boards and senior management can lead to a variety of difficult governance challenges. Such turmoil not only challenges the success of the organization, it can create liability exposure for the board and lead to vulnerabilities for the organization in audits and investigations, reputational harm and depressing future deal flow. These problems can be exacerbated in affiliations where legacy loyalties persist and where the board lacks new blood or diversity writ large. In this session, the panel will share insights on how to address those governance challenges and solicit input from the audience on alternative responses to these difficult situations.

• Cult of personality–the rock star CEO
• Back in the day–leading legacy boards into a post-integration governance structure
• Reading the Riot Act–dealing with fractious parent-subsidiary relationships
• Betting the company when it’s not yours to bet and other PR nightmares
• All in the family–the pitfalls of related party (conflict of interest) transactions
• Leaving money on the table–why you should periodically review your corporate structure and tax status, JVs
• Role of your friendly local AG
• Queen (or King) of denial–bankruptcy or bust

• Key developments of the Supreme Court’s Loper Bright decision, focusing on how a less deferential regulatory landscape is playing out in the courts on the interpretation of Treasury regulations and what it means for tax-exempt healthcare organizations
• How this shift could affect key compliance and governance issues for nonprofit hospitals and healthcare systems, including community benefit standards, IRC sec. 501(r), executive compensation, unrelated business taxable income, and broader tax-exemption requirements
• Gain practical insight into how the decision may influence tax risk, assessing uncertain tax positions, enforcement, and strategic decision-making in an evolving regulatory landscape

This session will provide a deeper dive in challenging compensation issues impacting tax-exempt health care organizations. The session will discuss (with examples to facilitate audience participation) Form 990 reporting, IRS and state regulatory developments, and communicating public compensation information to internal and external shareholders.

• Deep dive into Schedule J and Schedule L: Common errors and managing risk
  • Reporting current and deferred compensation
  • Vesting issues
  • Split dollar life reporting and administration
  • Reporting confidential settlements
  • Disclosing excess benefit transactions and discuss parallel state actions
• Section 4960 and record keeping
• Employee classification
  • Post-employment independent contractor classification
  • Post-retirement gifts
• State and local regulatory issues
  • Ballot initiatives limiting compensation
  • State reporting adaptations
• Challenges and best practices to communicate compensation to internal and external stakeholders

Tax-exempt hospitals and health systems increasingly rely on joint ventures and related tax structures to expand access, address financial and operational pressures, commercialize homegrown innovations, retain key talent, and pursue strategic growth. At the same time, these arrangements raise important questions about exempt purpose, private benefit, §501(r) compliance, unrelated business income, and governance.
This session will focus on the practical tax considerations that arise in health care joint ventures, including exempt purpose, private benefit, §501(r), unrelated business income, and governance. In addition to covering the key tax principles, the presenters will draw upon their real-life outside advisory and in-house health system perspectives to discuss how these arrangements function in practice and where organizations most often encounter risk, oversight challenges, and documentation gaps.

• How tax-exempt hospitals and health systems are using joint ventures and related tax structures to expand access, pursue strategic growth, commercialize homegrown innovations, and retain key talent
• Core tax-exemption considerations, including exempt purpose, private benefit, private inurement, charitable control, arm’s-length economics, and governance safeguards
• Tax structuring considerations for monetizing intellectual property and other internally developed innovations, including arrangements with for-profit partners, affiliated entities, and employees
• When a joint venture may implicate §501(r), including how licensure, governance rights, operational control, and facility-level compliance obligations affect the analysis
• UBI considerations in joint venture arrangements, including relatedness, passive income exceptions, and debt-financed income concerns
• Practical planning, compensation, documentation, reporting, and audit-readiness considerations for both hospital and non-hospital joint ventures

Despite the many impactful community benefits that tax-exempt hospitals provide, interest groups continue to push the narrative with policymakers and the public that these hospitals are not “doing enough” to justify their tax-exempt status. This scrutiny has been present for many years but has been intensifying over the last three years. Tax-exempt hospital organizations need an effective, sustainable infrastructure to fully and accurately report their community benefit achievements. A sustainable infrastructure depends on strong, collaborative relationships between finance (e.g. tax) staff and community health/benefit staff. Practical takeaways from this session include:

• Recommended primary and intersecting roles of finance staff and community health/benefit staff
• Elements of an effective community benefit reporting infrastructure
• Why each category is reported as community benefit
• Helpful content for community benefit policies
• Solutions for improved compliance

Challenging economic conditions, competitive market pressures and post-transaction integration of governing boards and senior management can lead to a variety of difficult governance challenges. Such turmoil not only challenges the success of the organization, it can create liability exposure for the board and lead to vulnerabilities for the organization in audits and investigations, reputational harm and depressing future deal flow. These problems can be exacerbated in affiliations where legacy loyalties persist and where the board lacks new blood or diversity writ large. In this session, the panel will share insights on how to address those governance challenges and solicit input from the audience on alternative responses to these difficult situations.

• Cult of personality–the rock star CEO
• Back in the day–leading legacy boards into a post-integration governance structure
• Reading the Riot Act–dealing with fractious parent-subsidiary relationships
• Betting the company when it’s not yours to bet and other PR nightmares
• All in the family–the pitfalls of related party (conflict of interest) transactions
• Leaving money on the table–why you should periodically review your corporate structure and tax status, JVs
• Role of your friendly local AG
• Queen (or King) of denial–bankruptcy or bust

• Medicaid funding mechanisms including provider taxes
• Key provider tax concepts and changes implemented by the OBBBA
• Latest CMS rulemaking, guidance, and litigation regarding provider taxes and associated issues
• Planning for provider tax costs and mitigation programs going forward beyond the OBBBA

Executive compensation remains one of the most sensitive tax and governance issues for tax-exempt hospitals and health care systems. This panel will give in-house counsel and tax advisers a practical roadmap for identifying, structuring, and documenting executive compensation arrangements in a way that addresses section 4960 excess compensation liability and section 4958 excess benefit transaction risk. Using hospital and health care system fact patterns, the panel will focus on deferred compensation, severance, retention awards, related-entity arrangements, board process, and reporting pitfalls. We plan to cover:

• How to identify the executives who create section 4960 and section 4958 risk in modern hospital and health care system structures
• Section 4960 issues, including covered-employee status, related-organization compensation, deferred compensation, remuneration for medical services, interaction between sections 162(m) and 4960, and excess parachute payments
• Section 4958 compensation analysis for tax-exempt hospitals, including excess benefit transaction risk, disqualified-person status, and common valuation pitfalls
• How boards and compensation committees can use comparability data, independence, and contemporaneous documentation to strengthen the rebuttable presumption process
• Executive compensation design issues involving retention awards, section 457(f), split-dollar life insurance, and other deferred compensation arrangements
• Reporting, audit, and controversy considerations, including Form 990/Schedule J presentation

• Key developments of the Supreme Court’s Loper Bright decision, focusing on how a less deferential regulatory landscape is playing out in the courts on the interpretation of Treasury regulations and what it means for tax-exempt healthcare organizations
• How this shift could affect key compliance and governance issues for nonprofit hospitals and healthcare systems, including community benefit standards, IRC sec. 501(r), executive compensation, unrelated business taxable income, and broader tax-exemption requirements
• Gain practical insight into how the decision may influence tax risk, assessing uncertain tax positions, enforcement, and strategic decision-making in an evolving regulatory landscape

The IRS has reopened the group ruling process and issued new group ruling procedures, creating an important planning opportunity for hospital systems that do not currently have a group exemption letter and new compliance considerations for those that do. This panel will discuss:

• How the IRS’s new procedures for group exemption letters will affect hospital systems that have a group ruling and those that are applying for one
• The advantages and disadvantages of group exemption letters and group returns (both in the past and under the new procedures) as compared to separate determination letters and reporting
• How reporting on group returns can affect community benefit reporting

This session will provide a deeper dive in challenging compensation issues impacting tax-exempt health care organizations. The session will discuss (with examples to facilitate audience participation) Form 990 reporting, IRS and state regulatory developments, and communicating public compensation information to internal and external shareholders.

• Deep dive into Schedule J and Schedule L: Common errors and managing risk
  • Reporting current and deferred compensation
  • Vesting issues
  • Split dollar life reporting and administration
  • Reporting confidential settlements
  • Disclosing excess benefit transactions and discuss parallel state actions
• Section 4960 and record keeping
• Employee classification
  • Post-employment independent contractor classification
  • Post-retirement gifts
• State and local regulatory issues
  • Ballot initiatives limiting compensation
  • State reporting adaptations
• Challenges and best practices to communicate compensation to internal and external stakeholders

Despite the many impactful community benefits that tax-exempt hospitals provide, interest groups continue to push the narrative with policymakers and the public that these hospitals are not “doing enough” to justify their tax-exempt status. This scrutiny has been present for many years but has been intensifying over the last three years. Tax-exempt hospital organizations need an effective, sustainable infrastructure to fully and accurately report their community benefit achievements. A sustainable infrastructure depends on strong, collaborative relationships between finance (e.g. tax) staff and community health/benefit staff. Practical takeaways from this session include:

• Recommended primary and intersecting roles of finance staff and community health/benefit staff
• Elements of an effective community benefit reporting infrastructure
• Why each category is reported as community benefit
• Helpful content for community benefit policies
• Solutions for improved compliance

Executive compensation remains one of the most sensitive tax and governance issues for tax-exempt hospitals and health care systems. This panel will give in-house counsel and tax advisers a practical roadmap for identifying, structuring, and documenting executive compensation arrangements in a way that addresses section 4960 excess compensation liability and section 4958 excess benefit transaction risk. Using hospital and health care system fact patterns, the panel will focus on deferred compensation, severance, retention awards, related-entity arrangements, board process, and reporting pitfalls. We plan to cover:

• How to identify the executives who create section 4960 and section 4958 risk in modern hospital and health care system structures
• Section 4960 issues, including covered-employee status, related-organization compensation, deferred compensation, remuneration for medical services, interaction between sections 162(m) and 4960, and excess parachute payments
• Section 4958 compensation analysis for tax-exempt hospitals, including excess benefit transaction risk, disqualified-person status, and common valuation pitfalls
• How boards and compensation committees can use comparability data, independence, and contemporaneous documentation to strengthen the rebuttable presumption process
• Executive compensation design issues involving retention awards, section 457(f), split-dollar life insurance, and other deferred compensation arrangements
• Reporting, audit, and controversy considerations, including Form 990/Schedule J presentation

Tax-exempt hospitals and health systems increasingly rely on joint ventures and related tax structures to expand access, address financial and operational pressures, commercialize homegrown innovations, retain key talent, and pursue strategic growth. At the same time, these arrangements raise important questions about exempt purpose, private benefit, §501(r) compliance, unrelated business income, and governance.
This session will focus on the practical tax considerations that arise in health care joint ventures, including exempt purpose, private benefit, §501(r), unrelated business income, and governance. In addition to covering the key tax principles, the presenters will draw upon their real-life outside advisory and in-house health system perspectives to discuss how these arrangements function in practice and where organizations most often encounter risk, oversight challenges, and documentation gaps.

• How tax-exempt hospitals and health systems are using joint ventures and related tax structures to expand access, pursue strategic growth, commercialize homegrown innovations, and retain key talent
• Core tax-exemption considerations, including exempt purpose, private benefit, private inurement, charitable control, arm’s-length economics, and governance safeguards
• Tax structuring considerations for monetizing intellectual property and other internally developed innovations, including arrangements with for-profit partners, affiliated entities, and employees
• When a joint venture may implicate §501(r), including how licensure, governance rights, operational control, and facility-level compliance obligations affect the analysis
• UBI considerations in joint venture arrangements, including relatedness, passive income exceptions, and debt-financed income concerns
• Practical planning, compensation, documentation, reporting, and audit-readiness considerations for both hospital and non-hospital joint ventures