Our nationally recognized Nonprofit Governance and Exempt Organizations Tax Team is fully integrated into our Health Care Industry Team in all essential matters on behalf of our tax-exempt health care clients, including advocacy, community benefit and charity care, transactional and regulatory counseling and advocacy, fiduciary issues confronting governance and management and intermediate sanctions.

We understand the challenges tax-exempt health care organizations face with continuing scrutiny into the charitable aspects of their operations from legislators, the IRS, state governments, watchdog groups, labor unions, for-profit competitors and the media. Our team works with clients to meet the challenges of compliance with federal and state rules.

In addition to our role directly counseling all types of hospitals and health care organizations, we are privileged to work with a number of trade associations in the nonprofit health care sector in addressing concerns and issues that have widespread significance for tax-exempt providers.

Nonprofit Governance and Exempt Organization Tax


  • Representation before the IRS, U.S. Treasury, U.S. Tax Court, Congressional tax writing committees and state charity officials
  • Initial and continuing qualification for exemption
  • IRS closing agreements

Community benefit and charity care

  • Organizational policy assessment and development
  • Form 990 reporting
  • IRC Section 501(r) compliance

Transactional and regulatory counseling and advocacy

  • Federal and state tax compliance in mergers, affiliations, and other strategic transactions involving exempt organizations, including the structuring (and, where required, initial tax qualification) of successor foundations to receive proceeds from the transaction
  • Federal and state tax compliance in joint ventures
  • Health system formation and restructuring, including tax-exempt and public charity status, as well as governance rights and responsibilities
  • IRS examination counseling and representation

Fiduciary issues confronting governance and management

  • Compliance “boot camps” for organizational and medical staff leadership
  • Evaluation and revision of governance documents and processes
  • Corporate restructuring
  • Corporate policy development – conflicts of interest, whistleblower protection, document retention, board composition, joint ventures and executive compensation

Intermediate sanctions

  • Establishing processes to achieve the rebuttable presumption of reasonableness
  • Representation in IRS examinations and litigation
  • Compliance counseling
    • Compensation and benefit plans for executives, physicians and other individuals who may be considered “disqualified persons”
    • Incentive compensation arrangements
    • Deferred compensation, including 457(b) “eligible” plans, 457(f) ineligible plans, split dollar life insurance arrangements and mutual fund option plans
    • Taxable and non-taxable fringe benefits and reporting issues

Unrelated business taxable income issues

  • Identifying revenue streams susceptible to characterization as unrelated business income
  • Evaluating alternative ownership or entity structures to minimize adverse consequences