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

or call 1-800-926-7926
Program Materials

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?


Lewis, David
David T. Lewis

Lewis Health Advisors

With over 25-years of healthcare industry experience, Mr. Lewis has counseled numerous healthcare entities...  |  Read More

Mills, Elizabeth
Elizabeth M. Mills

Senior Counsel
Proskauer Rose

Ms. Mills focuses her practice on both health care organizations and tax exemption issues for not-for-profit...  |  Read More

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