Schedule

Join officials from the IRS, the IRS Office of Chief Counsel, and the Department of the Treasury for an update on IRS exams, determinations and rulings, guidance, and litigation. Among the items these government speakers will discuss are:

• TE/GE compliance strategies and priorities for the fiscal year
• EO Exam update
• EO Determinations update
• Clean energy credits
• EO Guidance update, including a discussion of the latest Priority Guidance Plan
• EO litigation update
• Employee benefit and employment tax update

• How the tax function can strategically respond to margin pressure through various tax opportunities
• A number of tax opportunities and practical implications, such as complexity and level of effort required for each opportunity
• A high level update on federal tax credits available under the IRA and where organizations are in the process of claiming the credit
• State sustainability incentives/other state credits and incentives as well as other various state tax opportunities, including sales and use tax recovery efforts and unclaimed property refunds
• The cost reduction benefits of legal entity rationalization

• Within the health care tax arena, practitioners are routinely required to evaluate the applicability and implications of new statutory provisions, Treasury regulations (both proposed and final), judicial decisions, and IRS pronouncements.
• Key examples include Treasury Regulations under IRC sections 501(r) and 512, IRS updates of instructions for various tax forms, and evolving guidance on the Inflation Reduction Act
• There are several recent judicial decisions and cases in litigation that could impact the rulemaking process and the traditional interpretation of regulatory guidance, including potentially scaling back the Chevron doctrine for expansive deference to Treasury regulations
• Further, Congress and the IRS continue to be focused on hospitals, including exemption standards, enforcement, and disclosure obligations
• This session will examine key areas within healthcare tax that may be impacted, including the ability to rely on various authorities for providing tax advice and taking positions on federal tax filings such as Forms 990, 990-T, and 4720

• The history of, and IRS rationale for, the community benefit standard
• Whether, and to what extent, tax-exempt hospitals are required to provide charity care to qualify for tax exemption under Section 501(c)(3), and the significance of other factors in determining whether a hospital should qualify for tax exemption
• Evolving conceptions of community benefit, and how they differ from the community benefit standard
• Current community benefit headwinds – in particular, congressional and press scrutiny of tax-exempt hospitals’ community benefit and IRS oversight –  and IRS response to those headwinds
• Recent IRS compliance strategy involving tax-exempt hospitals, including extensive 501(r) and community benefit standard examinations
• How exempt hospitals can respond to community benefit challenges/criticisms while strengthening their community benefit reporting on Schedule H

The IRS, Congress, publicly supported organizations, and various stakeholders are increasingly scrutinizing whether tax-exempt hospitals are fulfilling their obligations sufficiently. Join our lunch panel to explore the crucial intersection of key issues such as Health Equity, SC&E, Schedule H, and CHNA, and learn how these elements collectively narrate your authentic story. Also, hear from Northwell Health on the agreement with the State of New York related to Charity Care, Discounted Care, and other matters under 501(r).

• Who’s the Client?
• Where’s the Advisor?
• Board Fiduciary Duties
• Conflicts of Interest Policies
• Duties to Former Clients
• Gifts From a Pro Bono Client

• Identification of UBI Activities: The session will provide a comprehensive overview of how to identify activities conducted by health care systems beyond their core services that potentially give rise to UBI, including guidance on conducting interviews within the health care system and what to look for on a tour of the facilities to observe operations. Special emphasis discussing new-and-emerging UBI streams from telemedicine, joint ventures, and whole-health treatments
• Evaluation of UBI Impact: After identifying potential UBI, we will share insights on calculating both the financial and non-financial impacts of UBI on health care systems, including implications for organizational resources and contracting
• Optimization of UBI management and maintenance of tax-exempt status: Discuss real-life examples that will help with strategic planning to mitigate and minimize unplanned UBI exposure and organizational risk
• Documentation and risk analysis: Discuss practical methodologies to document your tax positions related to UBI, including reasonable methods to document your deductible expenses
• Organizational Cooperation: Share insights as to how to foster open communication between legal and finance groups within a hospital system with programmatic personnel in effort to be on the forefront of UBI planning

• Structuring and contract implications for transactions and joint ventures involving tax exempt organizations
  • Achieving investment and partnership goals without jeopardizing tax-exempt status
• M&A structuring and reorganizations in healthcare transactions
  • How structuring can help orgs achieve better economics for all parties
  • Popular structures and common pitfalls (and their consequences)

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
• Queen (or King) of Denial–Bankruptcy or Bust

• Use of data analytics to determine alternative revenue sources and pinpoint opportunities to increase margin
• Methods to diversify revenue including joint ventures, in-house operations, use of capital and alternative investments
• Policy and regulatory considerations around joint ventures with PE
• Tax issues and considerations surrounding revenue diversification

There is renewed interest from various parties in looking at the value of charity care and community benefit provided by nonprofit hospitals. The recent Lown Institute report, the IRS’ recent update of its compliance and enforcement strategies for hospitals, bi-partisan Congressional hearings and continued interest in whether the benefit provided by nonprofit hospitals justifies their tax-exemption, indicate federal scrutiny of nonprofit hospitals is more intense than ever. State and local initiatives to hold nonprofit healthcare providers accountable for community benefit and justify property and other local tax-exemptions are gaining traction, and union-backed initiatives to increase minimum wages and cap executive compensation for health care providers indicate increasing skepticism that nonprofit hospitals are exercising appropriate stewardship over the assets they hold in charitable trust. While the nonprofit sector has faced scrutiny before, there is an unprecedented convergence of diverse stakeholders demanding that nonprofit providers justify their federal and state tax-exemptions and charitable status.
This interactive discussion, led by a panel that will include a practicing health care/tax attorney, an in-house lawyer for a large nonprofit health care system, and a representative from the American Hospital Association, will discuss:

• The current legal standards and reporting for hospital tax-exemption
• Whether the value of tax-exemption relative to charity care and community benefit spending is the right test for nonprofit healthcare fidelity to charitable purpose
• Recent reports and data regarding how nonprofit and for-profit providers contribute to the communities they serve
• Whether the community benefit standard is still appropriate or should be changing
• How governing boards, hospital executives and tax departments should be proactive in these times, review their tax-exemption risks, understand their communities and health needs to distinguish themselves, and be able to respond to tough questions raised about their hospital’s tax-exemption
• The likelihood of significant changes in federal and state law or policy impacting nonprofit health care providers
• What health care providers, their boards, and their advisors can do to have a meaningful impact on developing policy in this area

• Current exempt organization managed care organization history and program objectives
• History of the IRS rulings and guidance on exemption criteria for managed care organizations
• What are the factors for exemption criteria?
• Recent developments from Accountable Care Organizations
• Key take aways for providers with payor activities including ACOs

• Within the health care tax arena, practitioners are routinely required to evaluate the applicability and implications of new statutory provisions, Treasury regulations (both proposed and final), judicial decisions, and IRS pronouncements.
• Key examples include Treasury Regulations under IRC sections 501(r) and 512, IRS updates of instructions for various tax forms, and evolving guidance on the Inflation Reduction Act
• There are several recent judicial decisions and cases in litigation that could impact the rulemaking process and the traditional interpretation of regulatory guidance, including potentially scaling back the Chevron doctrine for expansive deference to Treasury regulations
• Further, Congress and the IRS continue to be focused on hospitals, including exemption standards, enforcement, and disclosure obligations
• This session will examine key areas within healthcare tax that may be impacted, including the ability to rely on various authorities for providing tax advice and taking positions on federal tax filings such as Forms 990, 990-T, and 4720

• The history of, and IRS rationale for, the community benefit standard
• Whether, and to what extent, tax-exempt hospitals are required to provide charity care to qualify for tax exemption under Section 501(c)(3), and the significance of other factors in determining whether a hospital should qualify for tax exemption
• Evolving conceptions of community benefit, and how they differ from the community benefit standard
• Current community benefit headwinds – in particular, congressional and press scrutiny of tax-exempt hospitals’ community benefit and IRS oversight –  and IRS response to those headwinds
• Recent IRS compliance strategy involving tax-exempt hospitals, including extensive 501(r) and community benefit standard examinations
• How exempt hospitals can respond to community benefit challenges/criticisms while strengthening their community benefit reporting on Schedule H

• Potential reasons to expand and/or enter joint ventures
• Discuss at a high level the impacts outside of tax that need to be considered when entering joint ventures (payroll, legal, investor, etc.)
• Walk through examples of different joint venture structures–affiliation agreements, partnership structures, C corporations/Blocker C corporations
• Private inurement/private benefit/excess benefit and unrelated business income activities that can be triggered due to entering joint ventures

• Structuring and contract implications for transactions and joint ventures involving tax exempt organizations
  • Achieving investment and partnership goals without jeopardizing tax-exempt status
• M&A structuring and reorganizations in healthcare transactions
  • How structuring can help orgs achieve better economics for all parties
  • Popular structures and common pitfalls (and their consequences)

• Use of data analytics to determine alternative revenue sources and pinpoint opportunities to increase margin
• Methods to diversify revenue including joint ventures, in-house operations, use of capital and alternative investments
• Policy and regulatory considerations around joint ventures with PE
• Tax issues and considerations surrounding revenue diversification

• Identification of UBI Activities: The session will provide a comprehensive overview of how to identify activities conducted by health care systems beyond their core services that potentially give rise to UBI, including guidance on conducting interviews within the health care system and what to look for on a tour of the facilities to observe operations. Special emphasis discussing new-and-emerging UBI streams from telemedicine, joint ventures, and whole-health treatments
• Evaluation of UBI Impact: After identifying potential UBI, we will share insights on calculating both the financial and non-financial impacts of UBI on health care systems, including implications for organizational resources and contracting
• Optimization of UBI management and maintenance of tax-exempt status: Discuss real-life examples that will help with strategic planning to mitigate and minimize unplanned UBI exposure and organizational risk
• Documentation and risk analysis: Discuss practical methodologies to document your tax positions related to UBI, including reasonable methods to document your deductible expenses
• Organizational Cooperation: Share insights as to how to foster open communication between legal and finance groups within a hospital system with programmatic personnel in effort to be on the forefront of UBI planning

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
• Queen (or King) of Denial–Bankruptcy or Bust