Joint Operating Agreements in Healthcare

Complying With Regulatory Requirements and Maintaining Tax-Exempt Status in Structuring Virtual Merger Arrangements

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

Conducted on Wednesday, August 23, 2017
Recorded event now available

This CLE webinar 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, 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 some autonomy.

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

Further, counsel 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?


David T. Lewis, Founder
Lewis Health Advisors, Brentwood, Tenn.

With over 25-years of healthcare industry experience, Mr. Lewis has counseled numerous healthcare entities and professionals and has held executive-level positions in the health care industry. Mr. Lewis advises clients on such matters as acquisitions, joint ventures, regulatory and compliance matters, including Stark Law and Anti-Kickback compliance and HIPAA Privacy and Security. He has also worked with clients during government investigations and in complying with Corporate Integrity Agreements. Additionally, he is a frequent presenter at healthcare conferences throughout the country.

Elizabeth M. Mills, Senior Counsel
Proskauer Rose, Chicago

Ms. Mills focuses her practice on both health care organizations and tax exemption issues for not-for-profit organizations. She addresses regulatory and transactional issues for all types of health care providers and advises these organizations as changes to their particular tax exemption standards are proposed, implemented, and litigated. She also assists tax-exempt organizations in addressing tax compliance and governance issues such as Form 990 reporting, executive compensation, payroll taxes, compliance with supporting organization and private foundation restrictions and use of tax-exempt bond-financed property. She speaks and writes frequently on tax exemption matters, particularly for health organizations.


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Health Law Advisory Board

Lowell C. Brown


Arent Fox

Jennifer L. Evans



Ryan S. Johnson


Fredrikson & Byron

Gina M. Kastel


Faegre Baker Daniels

Karen S. Lovitch


Mintz, Levin, Cohn, Ferris, Glovsky and Popeo

David A. Manko


Proskauer Rose

John J. Miles

Senior Counsel

Baker Donelson

C. Elizabeth O'Keeffe


Wyatt, Tarrant & Combs

J. Peter Rich


McDermott Will & Emery

Donald H. Romano

Of Counsel

Foley & Lardner

Judith A. Waltz


Foley & Lardner

John R. Washlick


Buchanan Ingersoll & Rooney

Jesse A. Witten


Drinker Biddle & Reath

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