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JOAs in Healthcare: Regulatory Compliance, Maintaining Tax-Exempt Status in Virtual Merger Arrangements

Note: CPE credit is not offered on this program

Recording of a 90-minute CLE video webinar with Q&A

This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

Conducted on Wednesday, August 18, 2021

Recorded event now available

or call 1-800-926-7926

This CLE course will prepare healthcare counsel to structure joint operating agreements (JOAs) that meet regulatory requirements. The panel will address key factors in maintaining the tax-exempt status of the hospital and healthcare systems involved in the virtual merger.


There is a resurgence in JOA transactions, or virtual mergers or other creative affiliations, along with an increase of consolidations and acquisitions in healthcare. JOAs allow two or more hospitals or healthcare systems to unify operations for cost efficiencies while retaining their separate identities and autonomy.

Counsel to hospitals and healthcare systems must carefully structure the JOA to meet regulatory requirements, including the federal Anti-Kickback Statute. Counsel must also keep in mind that such collaborations may face antitrust scrutiny.

Further, counsel also must be mindful of tax issues when structuring JOAs to avoid jeopardizing the tax-exempt status of the parties. The IRS will analyze the facts and circumstances, including a review of the new organization created by the JOA, to determine whether the entities will retain their tax-exempt status.

Listen as our authoritative panel of healthcare attorneys examines structuring JOAs to meet the regulatory requirements and addresses the tax issues to maintain tax-exempt status. The panel will offer best practices for JOA transactions.



  1. Meeting regulatory requirements
    1. Anti-kickback
    2. Antitrust
  2. Maintaining tax-exempt status
    1. Integral part
    2. Relatedness
    3. IRS guidance
  3. Best practices


The panel will review these and other key questions:

  • What regulatory challenges do hospitals, healthcare systems, and their counsel face in structuring JOAs?
  • What factors should counsel consider to avoid losing tax-exempt status in the JOA transaction?
  • What are best practices for counsel when structuring JOAs?


Dutton, Thomas
Thomas E. Dutton

Jones Day

For 38 years, Mr. Dutton has helped hospitals, health systems, insurance companies, and large physician groups design...  |  Read More

Rii, Ethan
Ethan E. Rii

Vedder Price

Mr. Rii focuses his practice on healthcare transactions and regulatory matters surrounding mergers and acquisitions,...  |  Read More

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