OFFICIAL MAGAZINE OF AMERICAN HEALTH LAWYERS ASSOCIATION

AHLA

For the health and life sciences law community

July 2015 Volume 19 Issue 7

Spotlight on Leaders

2015 (page 14)

Preparing for Successful Medicare Shared Savings

Program Enrollment(page 8)

Bringing Hospital Tax

Exemption into the Modern Era

(page 36)

Telehealth

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healthlawyers.org 1

On June 25, 2015, the U.S. Supreme Court in a 6-3 ruling upheld the availability of subsidies to federal exchange purchasers of insurance coverage under the Affordable Care Act (ACA). The majority opinion, written by Chief Justice Roberts and joined by Justices Kennedy, Ginsburg, Breyer, Sotomayor, and Kagan, preserves federal subsidies for some 6.4 million individuals with household incomes between 100% and 400% of the federal poverty line in the 34 states that opted not to establish their own exchanges.

What does the King v. Burwell decision mean for health lawyers, their clients, and others? AHLA has created a resource page on our website www.healthlawyers.org to connect our members with detailed analysis and information.

Now Available on the King v. Burwell Resource Page

❯❯ Analysis of the decision from the June 26, 2015 issue of AHLA Weekly

❯❯ Audio and materials from the standing room-only session at AHLA’s Annual Meeting, King v. Burwell: The Decision and the Fall-Out. Moderated by Eric Zimmerman, the session included information from panelists Timothy Jost and Sara Rosenbaum.

First Reflections

Webinars, available on demand at https://distancelearning.healthlawyers.org

King v. Burwell: Game On, or Game Changer (Advanced) This event explores industry perspectives in the immediate aftermath of the Supreme Court’s King v. Burwell decision. The panelists address the conse-quences of the decision in favor of the lawfulness of the subsidies, impact on the exchanges, and the implications for their industries and constituents. Perspec-tives from the tax-exempt nonprofit providers, the investor-owned hospitals and health systems, and the impact on the insurance industry are presented by the panelists.

Faculty:

❯❯ Hal McCard, Vice President & Deputy General Counsel, Community Health Systems Professional Services Corporation, Franklin, TN

❯❯ Jeffrey G. Micklos, Executive Vice President, Management, Compliance and General Counsel, Federation of American Hospitals, Washington, DC

❯❯ Peter M. Leibold, Chief Advocacy Officer, Ascension Health, St. Louis, MO

❯❯ Joel S. Ario, Managing Director, Manatt Health Solutions, New York, NY

ACA Implementation: The Next Hurdles (or Steps) for ExchangesThis event features an in-depth discussion of the current status of the state and federal exchanges and the implications of the Supreme Court’s King v. Burwell decision on the continued viability of the current coverage models. A comprehensive national perspective from the states’ point of view is presented along with a federal regulatory perspective from the U.S. Department of Health & Human Services.

Faculty:❯❯ Elizabeth Carpenter, Director, Avalare Health LLC, Washington, DC

❯❯ Lauren Block, Program Director, Health Division, Center for Best Practices, National Governors Association, Washington, DC

❯❯ Cindy Gillespie, McKenna Long & Aldridge LLP, Washington, DC

King v. Burwell: Next Steps for Health Plans (Advanced)This July 16 webinar tackles the issues presented by King v. Burwell for health plans and their contracted network of health care providers. Panelists consider areas and issues to watch as the exchanges continue and enrollment grows, including issues related to the intersection of the subsidy population and Medicaid population in states with and without expanded Medicaid coverage, consumer-focused legal issues presented by exchange products, and more.

Faculty:❯❯ Colin Roskey, Alston & Bird, Washington, DC

❯❯ Garrett A. Fenton, Miller & Chevalier Chartered, Washington, DC

King v. Burwell–AHLA Resources

2 AHLA Connections July 2015

Postmaster: Send address changes to AHLA Connections, AMERICAN HEALTH LAWYERS ASSOCIATION, 1620 Eye Street, NW, 6th Floor, Washington, DC 20006-4010.

Printed on Recycled Paper

In this issue

36

COLUMNS

14 Spotlight on LeadersThe Spotlight on Leaders section, which appears each July, recognizes the accomplishments of our volunteer leaders who make AHLA’s success possible.

DEPARTMENTS

6 Connections to Learning

33 Member News

42 Classified Advertising

Preparing for Successful Medicare Shared Savings Program EnrollmentThis month’s first Feature Article, by Richard P. Church, Darlene S. Davis, and Steven G. Pine, K&L Gates LLP, focuses on the challenges raised by the MSSP rules requiring inclusion of ACO participants by TIN and the scrutiny that the MSSP application process will place on ACO participants’ historical Medicare enrollment filings.

Bringing Hospital Tax Exemption into the Modern Era: Why ACO Activities Should Be Tax-Exempt

A second Feature Article, by Catherine E. Livingston and Gerald M. Griffith, Jones Day, makes the case for why tax-exempt hospitals’ participation in ACOs, even outside the Medicare Shared Savings Program, should be viewed as furthering exempt purposes by promoting the health of the community.

8

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For the health and life sciences law community

4 AHLA Connections July 2015

Viewpoint/Writers’ Guidelines AHLA Connections must retain full copyright or unlimited license before publishing. Factual accuracy and opinion contained in articles published in AHLA Connections are the responsibility of the authors alone and should not be interpreted as representing the views or opinions of the Association. AHLA is a non-partisan educational organization that does not take positions on public policy issues and instead provides a forum for an informed exchange of views. Guidelines are available at www.healthlawyers.org/connections or by calling (202) 833-0779. We welcome Letters to the Editor, no longer than250 words in length. Longer responses may be submitted to editorial@healthlawyers.org and will be considered for publication on a space available basis, after review by our Editorial staff.

The Mission of the American Health Lawyers Association is to provide a collegial forum for interaction and information exchange to enable its members to serve their clients more effec-tively; to produce the highest quality non-partisan educational programs, products,and services concerning health law issues; and to serve as a public resource on selectedhealth care legal issues.

Diversity Statement In principle and in practice, AHLA values and seeks diverse andinclusive participation within the Association regardless of gender, race, ethnicity, creed, age, sexual orientation, gender identity and expression, national origin, or disability. The Association welcomes all members as it leads health law to excellence through education, information, and dialogue.

AHLA Connections (ISSN 1949-9035) © 2015 is published each month, 12 times a year by AMERICAN HEALTH LAWYERS ASSOCIATION. Editorial, subscription and circulation offices at 1620 Eye Street, NW, 6th Floor, Washington, DC 20006-4010. Tel. (202) 833-1100. All rights reserved. The price of an annual subscription for AHLA members ($45) is included inseparably in their dues. An annual subscription for non-members is $105. Periodicals postage paid at Washington, DC, and at additional mailing offices.

Copyright/Reprint Permission: For academic purposes, contact Copyright Clearance Center at (978) 750-8400 or www.copyright.com. Further reprint request should be directed to Cynthia Conner, AHLA, 1620 Eye Street, NW, 6th Floor, Washington, DC 20006-4010. (202) 833-0755.

AHLA

David S. CadeExecutive Vice President/ CEO(202) 833-0777 dcade@healthlawyers.org

EDITORIAL

Editor in ChiefAllison E. BeardSenior Manager, Communications, Social Media & Community Engagement(202) 833-0779abeard@healthlawyers.org

Bianca L. BishopSenior Managing Editor, Member Publications(202) 833-0757bbishop@healthlawyers.org

Cynthia ConnerVice President, Professional Resources(202) 833-0755cconner@healthlawyers.org

Kerry B. Hoggard, CAEVice President, Membership & Public Interest(202) 833-0760khoggard@healthlawyers.org

Andrea SantosMarketing & Community Engagement Coordinator(202) 833-6958asantos@healthlawyers.org

GRAPHICS AND ADVERTISING

Mary BoutsikarisCreative Director (202) 833-0764mboutsik@healthlawyers.org

Ana TobinGraphic Designer(202) 833-0781atobin@healthlawyers.org

Advertising InformationKaryn Kessler Network Media Partners(410) 584-1982healthlawyers@networkmediapartners.com

A Round of Applause for our Volunteers!AHLA would like to thank the many volunteer leaders, authors, and speakers who gave their time to AHLA in 2014 and 2015. Each year, AHLA compiles a list of the many dedicated volunteer leaders, authors, speakers, and others who contribute to the success of the Association’s activities. RAVES: Recognizing Volunteer Involvement is our way of saying “thanks” to our volunteers.

Read this year’s RAVES at www.healthlawyers.org/raves.

Looking to get more involved with AHLA? There are many opportunities for you to volunteer to share your expertise or develop your leadership skills with the Association. Visit www.healthlawyers.org/Volunteer to learn more about writing, speaking, and mentoring opportunities.

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For more information on all AHLA events and to register, go to www.healthlawyers.org/events or call (202) 833-1100, prompt #2.

July

16 King v. Burwell: Next Steps for Health

Plans (Advanced)

17 The Intersection of Public Health and Health Care—

The Role of Law Part II: Health Care Quality: What’s Law Got to Do with It? (Intermediate) Sponsored by Nixon Peabody and Husch Blackwell

24 Call for Proposals Deadline for Physicians and

Hospitals Law Institutewww.healthlawyers.org/speakers

30 Recent Developments in Pharmaceutical

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31 Call for Proposals Deadline for Long Term

Care and the Lawwww.healthlawyers.org/speakers

August

7Call for Proposals Deadline for Legal Issues

Affecting Academic Medical Centers and Other Teaching Institutions www.healthlawyers.org/speakers

10 Four Months Under Ambush: A Review of the

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11 Straight from the Source: A Refresher on Medicare’s

Hospital Medical Staff Privileging Requirements (Intermediate)

13 Medicare Enrollments Gone Wrong! CAPs,

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14 The Intersection of Public Health and Health Care—

The Role of Law Part III: Using the Law to Address Prescription Drug Overdose, Emerging Issues

September

27-29 Fraud and Compliance Forum

Baltimore Hilton HotelBaltimore, MDHealthcare Appraisers, Inc. has provided sponsorship for this program.

For the most up-to-date information on our upcoming in-person programs and distance learning opportunities, visit www.healthlawyers.org/events.

If you forgot to pick up the continuing education credit request form while you were in DC, it has been added to the library of the In-House Counsel Program and Annual Meeting attendee Community. Go to http://communities.healthlawyers.org.

You can complete, scan, and email it to programs@healthlawyers.org or mail it to the address on the back page of the form.

If you returned your form onsite, it will be processed within 30 days and you will receive an email when the certificate(s) is available to download.

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Preparing for Successful Medicare Shared Savings Program Enrollment

By Richard P. Church, Darlene S. Davis, and Steven G. Pine, K&L Gates LLP, Research Triangle Park, NC

Congress’ lofty vision for the Medicare Shared Savings Program (MSSP) is to promote accountability for a patient population, to coordinate items and services under Medicare Parts A and B, and to encourage investment in infrastructure and redesigned care processes for high-quality and efficient service delivery.1 Accountable Care Organizations (ACO) and their would-be participants likely will have working groups dedicating countless hours planning to meet these goals and manage the health of a Medicare population. All of that work will be for naught, however, if the ACO is not successful in navigating the MSSP application process, including demon-strating that it will be allocated at least 5,000 Medicare fee-for-service beneficiaries.

This article focuses on the challenges raised by the MSSP rules requiring inclusion of ACO participants by tax identifica-tion number (TIN) and the scrutiny that the MSSP application process will place on ACO participants’ historical Medicare enrollment filings. Proper planning and identification of these issues in advance of the MSSP application cycle will permit them to be addressed and resolved. If, instead, they are not discovered until the ACO is in the midst of the application process, they will be much more challenging to correct2 and could result in exclusion of an intended participant, or even denial of the ACO’s application.

healthlawyers.org 9

Understanding MSSP Requirements—ACO Participant Enrollment by TINOne of the initial strategic decisions in developing an ACO is deciding which providers and suppliers to include. The defini-tion of ACO participant, however, is not tied to a provider or supplier’s Medicare number (i.e., Centers for Medicare & Medicaid Services (CMS) Certification Number (CCN) or Provider Transaction Access Number (PTAN)). Instead, an ACO participant is defined as an individual or group of ACO providers and suppliers that share a single Medicare-enrolled TIN under which those providers and suppliers bill Medicare.3 Therefore, each separate TIN will constitute a separate “ACO participant.” Of key importance, a TIN cannot be subdivided such that some providers and suppliers can be included or excluded as participants in the ACO. Likewise, if one or more physicians provide primary care services billed under that ACO participant’s TIN, then that ACO participant is required to be exclusive to only one ACO.4 Thus, even in the case of large group practices or major health systems oper-ating multiple providers and suppliers of varying types under a single TIN, making a TIN an ACO participant is an all-or-nothing proposition.

ACO TINs—Who’s In and Who’s NotIn light of the above rules, undertaking a thorough analysis of the implications of the definition of “ACO participant” for the intended members of an ACO well before the start of the application cycle can provide the ACO with time to make adjustments to ensure that the ACO includes the intended—and only the intended—providers and suppliers. This review should include:❯❯ Identifying the TINs with which the providers/suppliers are

associated—both currently and in the past three years.❯❯ Determining if the list of TINs captures all providers/suppli-

ers that are intended to be included in the ACO.❯❯ Assessing whether the TINs also are used by any providers/

suppliers that are not intended to be included in the ACO.

For ACOs composed of large complex health care systems with potentially hundreds or thousands of physicians reassigning to them as employees or contractors and incorporating TINs of community physician groups with perhaps less robust enroll-ment expertise, the work of cataloguing the relevant TINs, CCNs/PTANs, and reassigning suppliers will be substantial. Further, resolution of issues identified through that process also can be time consuming. This process should be occur-ring early on with other ACO planning work streams, so that issues can be identified and corrective actions implemented in advance of the MSSP application process.

Identifying the TINs with which the providers/suppliers are associated—both currently and in the past three years.To ensure all intended providers and suppliers are included, the ACO must identify the TIN that currently is used to bill Medicare.5 One of the most straight-forward mechanisms to accomplish this is to review the Medicare enrollment records for the providers and suppliers though the Internet-based

Provider Enrollment, Chain and Ownership System (PECOS). If access to Internet-based PECOS has not been established previously, it should be established well in advance of the MSSP application cycle, as the PECOS enrollment process takes time to complete.6

The ACO also should assess if any merged/acquired TINs can be included in the ACO pursuant to an attestation established by CMS. Under a CMS exception, an ACO may receive beneficiary attribution for merged or acquired TINs if the ACO attests that: (1) the TIN was acquired in its entirety, including all ACO providers and suppliers (including physi-cians) that billed under the TIN; (2) all ACO providers and suppliers (including physicians) that formerly billed under the acquired TIN use or have reassigned their billings to the ACO participant’s TIN; and (3) that the former TIN will no longer be used.7 Of note, as with ACO participants, this requires an all-in approach to an acquired TIN that can lead to problems if a practice does not come over in its entirety to a health system acquirer.8

Determining if the list of TINs captures all providers/suppliers that are intended to be included in the ACO.Once all of the TINs have been identified, it is essential to review each TIN and confirm each individual physician and non-physician practitioner intended to be included in the ACO has reassigned his/her Medicare billings to one of the proposed ACO participant TINs. If the ACO will be close to the 5,000 allocated lives threshold, it is particularly important for the ACO to ensure it is capturing ALL TINs that provide primary care services to meet the minimum beneficiary threshold. Furthermore, pursuant to the recent final rule, if a TIN is overlooked during that application process and the ACO later seeks to add that TIN after the start of the agreement period, that TIN will not become an ACO participant until the start of the following performance year.9 ACO leadership also needs to carefully consider the list of TINs to confirm that it includes all other intended ACO providers (such as hospitals) and suppliers.

[E]ven in the case of large group practices or major health systems operating multiple providers and suppliers of varying types under a single TIN, making a TIN an ACO participant is an all-or-nothing proposition.

10 AHLA Connections July 2015

Thorough review of the list also can help identify providers/suppliers that are intended to be included, but might be associ-ated with a TIN that was initially overlooked. Of particular importance, a single legal entity may have multiple TINs that are enrolled in the Medicare program and used to bill for services. For instance, a system might be structured so that health care service lines, like hospitals and physician groups, operate under separate TINs, which was common practice prior to the implementation of the National Provider Identi-fier (NPI) that now permits tracking of revenue by service line under a single TIN and CCN/PTAN. We address in detail below additional issues raised in the MSSP application process by these service-line TINs.

Adding providers/suppliers overlooked in the development of the ACO’s initial Participant List can be easily accomplished by simply identifying the missing TIN and including it in the MSSP application. If not identified until the application cycle is in process, however, the ACO will have a single opportunity to add ACO participants to its Participant List. Following the submission of an MSSP application, CMS will issue a series of Requests for Information (RFIs) through which an ACO appli-cant can make corrections and submit additional informa-tion to CMS to ensure successful enrollment.10 Under the RFI process used in the 2015 program year, CMS only permitted an ACO to add ACO participants during the first RFI round. After that time, the ACO may only delete an ACO participant TIN.11 For this reason, getting the TIN list correct in the initial application is critical, as the ACO will have only one opportu-nity to supplement the list.

Further, more complex corrective actions may be required in some instances, particularly where the identified issues are related to historical enrollment filings. For instance, the fact that a health system was not readily aware of the missing TIN may suggest that the TIN has been carried over from a prior transaction or is otherwise no longer an active entity—except for Medicare billing purposes. The ACO participant may determine that the best course is to cease use of the TIN in question. In that instance, the provider/supplier will need to correct the historical enrollment files, which, depending on the facts and type of provider/supplier, could require a change of ownership, change of information, or new enrollment filing. Ideally, this process would be completed in advance of the MSSP application cycle so there is no confusion as a result of significant Medicare enrollment changes occurring simultane-ously with the MSSP application process.

Assessing whether the TINs also are used by any providers/suppliers that are not intended to be included in the ACO.Because of the all-or-nothing approach to ACO participants, the ACO also must assess whether there are providers and suppliers billing under that TIN that are not intended to be included in the ACO, particularly as to individual physicians and non-physician practitioners. For instance, part-timers, moonlighters, and other independent contractors may have reassigned to one of the ACO participant TINs, but primarily practice with another facility or independently and are not intended to be included in the ACO. If the ACO’s design (and shared-savings distribution methodology) assumed all physi-cians were employees of the health system leading the ACO’s formation, it may even inadvertently include community referring physicians into payment streams creating unexpected regulatory challenges. Furthermore, an ACO must require that all of its ACO participants and ACO providers/suppliers agree to participate in the ACO program and comply with all MSSP requirements and other applicable laws.12 The failure of even a single ACO physician to agree to these requirements could jeopardize the participation of the entire TIN in the ACO, which would require either jettisoning the arrangement with the physician or removing the TIN from the ACO.

As to the inclusion of unintended physicians and non-physician practitioners under a TIN, the remedy will depend on whether the individuals are, in fact, still providing services on behalf of the desired ACO participant. If they are not, the solution may be as simple as terminating their individual reas-signment. If they are, the solution likely will be the creation and enrollment with CMS of a new non-ACO participant legal entity with its own TIN that can begin billing for the services of these individuals who otherwise currently reassign to the ACO participant TIN.13 In this regard, pre-planning is essential as this process will require at least the creation of a new legal entity; new enrollment filings; obtaining or transfer-ring of any licenses, permits, certifications, or registrations required by applicable law; and other corporate housekeeping to assign or transfer via subcontract the current services arrangements to the new entity.

[U]ndertaking a thorough analysis of the implications of the definition of “ACO participant” for the intended members of an ACO well before the start of the application cycle can provide the ACO with time to make adjustments to ensure that the ACO includes the intended—and only the intended—providers and suppliers.

healthlawyers.org 11

ACO Participant List Approval—Obstacles to Being Recognized as a ParticipantOnce an ACO has decided who it wants in or out, it also must ensure that the proposed ACO participants will not be excluded due to unexpected enrollment issues. Upon filing the MSSP application, the ACO Participant List is matched against Medicare enrollment records in PECOS to determine whether CMS will permit inclusion of a particular ACO participant in the ACO and against claims information to determine whether the ACO will cover the requisite number of Medicare benefi-ciaries. Thus, even if assessment of the TINs being included as ACO participants raises no concerns, a careful review of the historical Medicare enrollment filings associated with the ACO participants also is required, as CMS will be scruti-nizing and relying on historical enrollment filings in the MSSP application process. This task can be particularly challenging when the ACO includes otherwise unaffiliated providers and suppliers that also may be concerned about sharing enrollment-related information with the ACO’s lead organizer and may have paid less attention to the accuracy of Medicare enrollment filings historically. The review of historical filings should include:❯❯ Assuring an exact match between the legal business name of

the ACO participant on the Participant List, the Participant Agreement, and the PECOS enrollment record.

❯❯ Executing ACO documents in regard to TINs that have no separate legal entity associated with them.

❯❯ Assessing internal reorganizations resulting in issuance of new Medicare provider/supplier numbers for providers/sup-pliers enrolled by CCN.

Assuring an exact match between the legal business name of the ACO participant on the Participant List, the Participant Agreement, and the PECOS enrollment record.Under the MSSP rules, the ACO must execute an ACO Participant Agreement with each ACO participant. This Participant Agreement must be signed by an individual with legal authority to bind each party, and CMS will confirm that the legal entity name on the signature page matches exactly with the legal business name listed in PECOS, the name on the ACO Participant List, and the party name listed on the first page of the ACO Participant Agreement.14 If any information is different—for example, even minor discrepancies in designa-tion of entity type such as a missing “Inc.” or “LLC”—CMS may flag that discrepancy as part of a follow-up RFI and the ACO participant may not be approved until it is corrected.

Simple issues associated with reconciliation of the legal business name with the ACO participant’s PECOS record likely can be corrected through a paper-based 855 change of information (COI) filing15 to map the PECOS record to the entity’s Internal Revenue Service (IRS) TIN documentation (e.g., IRS CP 575 or 147C letter). Given the common nature of this issue, CMS is familiar with this problem and utilizes the RFI process for completing such corrective actions during the application cycle, and will provide guidance on how to complete the various MSSP application sections given the temporary mismatch in PECOS and MSSP records.16 None-

theless, making Medicare enrollment filings and correc-tions during the MSSP application process is complicated, because the ACO must track to the CMS process for reporting mismatching records in ACO documents while the COI is pending. However, the ACO also may find that by the time those documents are reviewed by CMS that the PECOS record has been updated, which can be confusing for both the ACO and CMS.

PECOS/TIN legal business name reconciliations become much more challenging if, in fact, the IRS records are in error. In this instance, an IRS filing to change the legal business name will first need to be processed. That process can take much longer and also could involve obtaining documentation of the legal business name change through the applicable state secretary of state (which also may require an additional filing) and an assessment of business and regulatory implications of making that change, including any other changes needed to licenses, permits, certifications, or registrations and notifica-tions to other payors, among other things. Again, these types of corrective actions can be accomplished in the ordinary course, but it may not be possible to get them accomplished in time if they are first identified during the MSSP application process.

Executing ACO documents in regard to TINs that have no separate legal entity associated with them. As a result of transactions completed many years prior, or the practice of a single legal entity obtaining multiple TINs for purposes of segregating collections, a health system may have TINs that are used for billing despite not being associ-ated with a separate legal entity. However, as also noted above, the ACO—and all ACO participants and provider/suppliers through the execution of a Participant Agreement with the ACO—must agree to comply with all of the requirements and conditions of the MSSP. Given that these TINs are essentially just divisions of a single legal entity, they will not have a sepa-rate governing body to authorize and/or approve the execution of the ACO Participant Agreement.

If identified well in advance, the best course of action may be to cease use of these separate TINs and re-enroll under the

Once an ACO has decided who it wants in or out, it also must ensure that the proposed ACO participants will not be excluded due to unexpected enrollment issues.

12 AHLA Connections July 2015

entity’s primary TIN. However, this process can be involved. For instance, re-enrollment of a large physician group—whether independent or hospital-owned—will require both a new Medicare Part B enrollment filing and new reassignment filings for each of the individual physicians/non-physician practitioners reassigning to that TIN. Re-enrollments also will likely be needed for Medicaid and private payers, as well as updates to any associated licenses as a result of the change.

In the alternative, the ACO can elect to identify the matter to CMS in the MSSP application filings. CMS has other-wise recognized the historical practice of the IRS providing multiple TINs to a single legal entity and, in our experience, will not object per se to a single entity having multiple TINs.17 If identified on the relevant ACO Participant Agreement signa-ture page (where the relationship to the primary TIN can be set forth), CMS will likely accommodate such a unique sets of facts and will permit the primary entity TIN to sign on behalf of such a service line TIN—similar to that associated with a general partner signing on behalf of a partnership—as long as the PECOS/TIN name is listed first and each ACO participant has a separate signed agreement.18 While this issue likely can be resolved during the RFI process, understanding the concern and addressing it with CMS is essential so that an acceptable process for the ACO participant signature page can be agreed upon early in the RFI process.

Assessing internal reorganizations resulting in issuance of new Medicare provider/supplier numbers for providers/suppliers enrolled by CCN.For federally qualified health centers (FQHCs), rural health clinics (RHCs), Method II critical access hospitals (CAHs), and Electing Teaching Amendment hospitals (ETAs), the Participant List must include not only the TIN, but also additional specified information including the CCN and, for RHCs and FQHCs, organization and individual names and NPIs, because the MSSP uses this information, rather than the TIN, to establish eligibility, assign beneficiaries, and calculate the benchmark for these types of entities.19 This can create

unique concerns not raised by other provider/supplier types if there has been a change in CCN in the past three years. If, for example, an RHC has converted from freestanding to provider-based, or vice versa, CMS will assign a new CCN, notwithstanding the fact that the owner of the RHC did not change.20

In our experience, the MSSP’s standard application process likely cannot accommodate capturing these terminated CCNs in the ACO Participant List. Although akin to a merged or acquired TIN, CMS has not issued guidance on how an ACO can receive attribution for historical CCNs. Accordingly, the best course is to identify the issue immediately with CMS MSSP officials and work toward an appropriate resolution that will ensure that the historical allocations associated with such practices are credited to the ACO. Given the role of FQHCs, RHCs, and CAHs in providing primary care, this in fact may be essential to meet the beneficiary allocation threshold.

ConclusionsAs with transactions, given the complexity of Medicare enroll-ment filings today and the regulatory scrutiny on the accuracy of such filings, pre-planning for a successful MSSP applica-tion is essential. Most issues in regard to underlying Medicare enrollment filings and an MSSP application can be corrected. However, they can be more challenging to correct in real time if responding to CMS’ discovery in the MSSP application process in lieu of discovery by the ACO itself through careful review, identification, and resolution in advance. Further, the options for corrective actions, some of which are more complex and time-consuming, will be much greater for an ACO and its prospective participants if they are discovered in advance of the MSSP application process.

About the Authors

Richard P. Church (richard.church@klgates.com) is a partner in the K&L Gates Research Triangle Park, NC, office and focuses his practice on health law regulatory issues and clinical integration strategies, mergers and acquisitions, and health care joint ventures.

Mr. Church represents Accountable Care Organizations enrolled in the Medicare Shared Savings Program and clinically integrated networks engaged in various innovative private payer reimbursement models. He regularly handles complex affiliations and transactions between health care providers, including state and federal fraud and abuse compli-ance, change of ownership, and development of post-transac-tion reimbursement structures.

Darlene S. Davis (darlene.davis@klgates.com) is an associate in the K&L Gates Research Triangle Park office and focuses her practice on health care regulatory and transactional matters, including complex Medicare and Medicaid enrollment and

certification matters; Medicare and Medicaid reimbursement;

As with transactions, given the complexity of Medicare enrollment filings today and the regulatory scrutiny on the accuracy of such filings, pre-planning for a successful MSSP application is essential.

healthlawyers.org 13

state licensure rules; the 340B drug pricing program; and compliance with fraud and abuse laws. She regularly assists clients in developing enrollment and reimbursement strategies to effectuate complex reorganizations, mergers, acquisitions, and other types of health system integration transactions.

Steven G. Pine (steven.pine@klgates.com) is an associate in the K&L Gates Research Triangle Park office. He concentrates his practice on the intersection of health law regu-latory and litigation matters, including licensing and certification appeals, federal

false claims act litigation, EMTALA matters, Medicare and Medicaid reimbursement appeals, and Certificate of Need contested cases. He also regularly advises clients on Account-able Care Organization compliance matters and on the development of ACOs and clinically integrated networks.

Endnotes1 42 U.S.C. § 1395jjj(a); see also 42 C.F.R. § 425.10.2 The ACO application process begins when a prospective ACO files a notice

of intent (NOI) to apply for the following program year. For the program year beginning on January 1, 2016, the deadline for filing a NOI was May 29, 2015. If a new legal entity is being created for the ACO, that entity must be formed and be assigned a TIN in order to complete the NOI. While this article focuses on ACO participant TINs, note that most ACOs have determined that it is preferable to use a dedicated ACO entity with its own TIN even if not formed by two independent ACO participants (in which instance Medicare rules require a separate entity). Following the NOI, an ACO must complete the ACO application, which is due on August 7, 2015 for the 2016 agreement period. Then, in the fall, CMS begins sending approval or denial letters to ACO applicants. However, if CMS determines it cannot approve an applicant with the information provided, it will send out a series of Request for Information (RFI) letters, allowing the ACO to supplement or modify information from its application. For program year 2015, CMS had three RFI rounds; however, the scope of changes an ACO can make to its application diminish in each RFI round. For example, additional ACO participants can only be added during the first RFI round; in subsequent rounds, they can only be removed from the ACO. Typically, the RFI process is completed and final approval or denial decisions are sent by mid-November. Note the process outlined herein relies on the 2015 CMS MSSP Application “Toolkit,” due to publication deadlines. Requirements found in the 2016 CMS Toolkit, which were due to be released in mid-June 2015, and any other guidance released by CMS since that date are not addressed herein.

3 42 C.F.R. § 425.20. In the recent final rule updating the ACO standards, CMS clarified that the definition of ACO participant refers to an entity, defined by TIN. Medicare Shared Savings Program: Accountable Care Organizations, 80 Fed. Reg. 32692, 32699 (June 9, 2015).

4 See 42 C.F.R. § 425.306. CMS instituted this requirement to ensure that the same beneficiaries’ cost savings are not triggering savings payments in more than one ACO. See Medicare Shared Savings Program: Accountable Care Organizations, 76 Fed. Reg. 67802, 67820 (Nov. 2, 2011). While ACO participants that have primary care services billed through their TIN must be exclusive to one ACO, the primary care physicians themselves do not need to be exclusive, allowing them to continue to reassign to multiple TINs even if the TINs are participants in different ACOs. See 76 Fed. Reg. at 67811. In addition, CMS explained in the 2015 updated final rule that certain categories of specialty physician practices are not required to be exclusive participants to a single ACO, clarifying that services billed by those practices will not be used for MSSP beneficiary assignment purposes. See 80 Fed. Reg. at 32749–32754.

5 In addition, sole practitioners that have enrolled using both their Social Security number and a TIN must be identified by both numbers. CMS guidance indicates that the failure to do so will result in the ACO participant either not being located in PECOS or their primary care claims otherwise not being identified and allocated to the ACO. See CMS, MSSP ACO Participant Agreement Guidance and ACO Participant List Guidance for Applications, 2015 Application Cycle (May 30, 2014) (hereinafter, “MSSP Participant Agreement Guidance”), available at http://www.cms.gov/Medicare/Medicare-Fee-for-Service-Payment/sharedsavingsprogram/

Downloads/Tips-ACO-Developing-Participant-Agreements.pdf (last accessed Apr. 13, 2015).

6 Among other benefits of Internet-PECOS are the ability to submit certain changes of information and enrollment applications electronically in lieu of by paper, submission and processing times that are generally faster, and the ability to view lists of physicians/non-physician practi-tioners that are linked to an enrollment. See Internet-based PECOS, http://www.cms.gov/Medicare/Provider-Enrollment-and-Certification/MedicareProviderSupEnroll/InternetbasedPECOS.html (last accessed Apr. 19, 2015). In the alternative, an appropriate official of the ACO participant can contact its Medicare Administrative Contractor (MAC) to obtain this information.

7 CMS, MSSP Merger and Acquisitions FAQ. (Mar. 21, 2012), available at http://www.cms.gov/Medicare/Medicare-Fee-for-Service-Payment/sharedsavingsprogram/Downloads/Merger-Acquisitions-FAQ.pdf (last accessed Apr. 13, 2015). CMS is now codifying this exception at 42 C.F.R. § 425.204(g). See 80 Fed. Reg. at 32714–32715.

8 The ACO should assess whether physicians may have left the employment of the entity that acquired the TIN and begun practicing again under the acquired TIN, preventing the ACO from being able to make the acquired TIN attestation noted above. The challenge here is that while the health system likely acquired the practice and employed its physicians and practitioners—unless it completed the transaction through acquisition of the stock of a professional corporation, which is unlikely—control of the acquired TIN would have remained with the purchased practice’s physi-cian owners. If one of the acquired physicians is terminated or otherwise leaves the employment of the health system, while the others remain, the terminated physician may re-establish his/her practice under the acquired TIN. Here the options are limited for the ACO, as it must convince the terminated physician to utilize a new entity and TIN, which is unlikely given the context. The only other option is in the original transaction to prohibit the physician from utilizing his/her practice’s historical TIN without the health system’s consent.

9 See 80 Fed. Reg. at 32709–32712.10 See CMS, MSSP 2015 Reference Manual for Applicants, Version 2. (July

10, 2014), available at http://www.cms.gov/Medicare/Medicare-Fee-for-Service-Payment/sharedsavingsprogram/Downloads/MSSP-Reference-Table.pdf (last accessed Apr. 13, 2015).

11 See CMS, MSSP Participant Agreement Guidance.12 See 42 C.F.R. §§ 425.208(b) and 425.210(b). CMS has further formalized

the requirements of additional agreements to ensure all ACO providers and suppliers have agreed to all MSSP requirements. See 80 Fed. Reg. at 32701–32704 (establishing a new Section 425.116).

13 Although a provider or supplier may be reassigned to a different TIN, the historical claims billed under that TIN by those providers/suppliers in the past three years may still be captured for beneficiary assignment and cost benchmarking purposes, which also may inflate the number of assigned beneficiaries and distort the historical cost benchmark.

14 See CMS, MSSP Participant Agreement Guidance.15 A change to an entity’s legal business name cannot be made through

Internet-based PECOS. See CMS, The Basics of Internet-based Provider Enrollment, Chain and Ownership System (PECOS) for Provider and Supplier Organizations (Feb. 2014), available at http://www.cms.gov/Outreach-and-Education/Medicare-Learning-Network-MLN/MLNProducts/downloads/MedEnroll_PECOS_ProviderSup_FactSheet_ICN903767.pdf (last accessed Apr. 21, 2015).

16 In our experience, if a PECOS name change is pending during the applica-tion process, CMS will require the relevant ACO Participant Agreement to reflect the pending name; however, the ACO Participant List and the ACO governing body template (used to describe the ACO participants’ role in governance) will need to match the name currently in PECOS.

17 See Medicare Program Integrity Manual, Ch. 15, Sec. 15.5.15.2.18 In other words, a single ACO Participant Agreement for the main legal

entity and TIN and all of its associated operating division TINs, even with multiple signature lines in a single agreement, will not be permitted, in our experience.

19 Notably, the MSSP regulations do not address a requirement that CCNs be included for FQHCs, RHCs, CAHs, and ETAs. However, in commentary to the ACO Final Rule, CMS noted that for certain applicants, additional information, such as addresses or CCNs, may be requested. 76 Fed. Reg. at 67,809. Subsequently, CMS has consistently stated in sub-regulatory guidance, such as FAQs, conference calls, and MSSP Application mate-rials that the CCN must be included for these prospective participants, or they will not be allowed to join the ACO.

20 Similarly, if a Method II CAH has had to convert to an acute care hospital during the look-back period, the prior charges for primary care services billed under the old CCN will not be captured by CMS’ default template.

14 AHLA Connections July 2015

Spotlight on Leaders 2015

Index to LeadersBy Firm

Alphabetical Listing

Bass Berry & Sims PLC–(Mary Beth Fortugno, John E. Kelly, Claire F. Miley, Cynthia Y. Reisz, Amy E. Sanders, Julia Tamulis) ....................................................18

Bricker & Eckler LLP–(James F. Flynn) ...............................................................22

Coppersmith Brockelman–(Kristen Rosati, Lisa Acevedo) ...................................18

Cozen O’Connor–(Marc Auerbach, Robert Chu, Ray Console, Mark Gallant, Marc Goldsand, Jonathan Grossman, Kate Layman, Nicole Martin, Fran McGinley, Dana Petrillo, Chris Raphaely, Jerry Riesenbach) ............................30

Crowell & Moring LLP–(A. Xavier Baker, Troy A. Barsky, John T. Brennan, Arthur N. Lerner, Stephanie D. Willis) ....................................................................27

Davis Wright Tremaine LLP–(Jane Eckels, Robert Homchick) ..............................31

Dentons–(Holley Thames Lutz, Thomas Hyatt, Janice H. Ziegler) ..........................28

Epstein Becker & Green PC–(Clifford E. Barnes, George B. Breen, Douglas A. Hastings, Gary W. Herschman, David E. Matyas, Anjana D. Patel, Rene Y. Quashie, Carrie Valiant, Jack Wenick) ......................................................29

Hall Render Killian Heath & Lyman PC–(Brian Betner, Thomas Donohoe, Ammon Fillmore, Michael Greer, Melissa Markey, Joseph Wolfe) ............................21

Husch Blackwell LLP–(Barbara Miltenberger) ....................................................19

Jones Day–(Toby Singer) .....................................................................................23

King & Spalding–(Susan J. Banks, Dennis M. Barry, Brian A. Bohnenkamp, James W. Boswell III, John D. Carroll, Shannon F. Cox, Stephen P. Cummings, Constance Fore Dotzenrod, Gary W. Eiland, Paige A. Fillingame, Lauren S. Gennett, Thomas H. Hawk, Daniel J. Hettich, Stephanie F. Johnson,

Christopher P. Kenny, Robert M. Kennan III, Jennifer Simmen Lewin, Joseph E. Lynch, Juliet M. McBride, Amelia R. Medina, Robert W. Miller, Paul B. Murphy, Regina L. Myers, Catherine M. O’Neil, Michael E. Paulhus, Mark D. Polston, Kathy L. Poppitt, Ramsey Prather, Glen A. Reed, Kelly N. Reeves, Adam Robison, Kim H. Roeder, Richard L. Shackelford, Jeffrey S. Spigel, Catherine S. Stern, Donna K. Thiel, Sara Kay Wheeler) .......................................................................24

LeClairRyan–(Timothy B. Adelman, S. Allan Adelman, Lewis Morris) ....................22

McDermott Will & Emery LLP–(Michael F. Anthony, Jeffrey W. Brennan, Bernadette M. Broccolo, Ira J. Coleman, Emily J. Cook, Gary S. Davis, Michael N. Fine, Jennifer S. Geeter, Karen Owen Gibbs, Eric B. Gordon, Anne W. Hance, David Marx Jr., Joel L. Michaels, Arnold V. Pamplona, Michael W. Peregrine, Joel C. Rush, James A. Saling, Monica Wallace, Kristian A. Werling, Eric Zimmerman) ..................................................................................................16

Ober | Kaler–(Thomas W. Coons, S. Craig Holden, Leonard C. Homer, Julie E. Kass, Catherine A. Martin, William T. Mathias, John J. Miles, Sanford V. Teplitzky, James B. Wieland) ................................................................26

Oregon Medical Association–(Mark A. Bonnano) ...............................................22

Smith Moore Leatherwood LLP–(Patricia A. Markus) .........................................22

Squire Patton Boggs–(Peter A. Pavarini) .............................................................32

Tufts Associated Health Plans Inc.–(Lois Dehls Cornell) ...................................17

Waller Lansden Dortch & Davis LLP–(Kim Harvey Looney) .................................20

Wiley Rein LLP – (Dot Powell-Woodson) ..............................................................19

Acevedo, Lisa ..................................18Adelman, S. Allan ............................22Adelman, Timothy B. .................15, 22Alexander, Barry D. ......................... 15Anthony, Michael F. ......................... 16Auerbach, Marc ...............................30Baker, A. Xavier ............................... 27Banks, Susan J. .............................. 24Barnes, Clifford E. ...........................29Barry, Dennis M. ............................. 24Barsky, Troy A. ................................ 27Betner, Brian ................................... 21Bittinger, Ann M. ............................. 15Bohnenkamp, Brian A. .................... 24Bonnano, Mark A. ...........................22Boswell III, James W ....................... 24Breen, George B. .............................29Brennan, Jeffrey W.......................... 16Brennan, John T. ............................. 27Broccolo, Bernadette M................... 16Cade, David S. ................................. 15Carroll, John D. ............................... 24Chu, Robert .....................................30Coleman, Ira J. ................................ 16Console, Ray ...................................30Cook, Emily J. .................................16Coons, Thomas W. ..........................26Cornell, Lois Dehls .....................15, 17Cox, Shannon F. .............................. 24Crumel, Dawn R. ............................. 15Cummings, Stephen P. .................... 24Davis, Gary S................................... 16Donohoe, Thomas ........................... 21Dotzenrod, Constance Fore ............. 24Ebersole, Todd M. ........................... 15

Eckels, Jane .................................... 31Eiland, Gary W. ................................ 24Fillingame, Paige A. ......................... 24Fillmore, Ammon ............................. 21Fine, Michael N. .............................. 16Flynn, James F. ..............................22Fortugno, Mary Beth ....................... 18Gallant, Mark...................................30Geeter, Jennifer S. .......................... 16Gennett, Lauren S. .......................... 24Gibbs, Karen Owen .......................... 16Goldstand, Marc ..............................30Goldstone, Marc D. .......................... 15Gordon, Eric B. ................................ 16Gradle, Brian D. ............................... 15Greer, Michael ................................. 21Grossman, Jonathan .......................30Hance, Anne W. ............................... 16Hastings, Douglas A. .......................29Hathaway, Lisa A. ............................ 15Hawk, Thomas H. ............................ 24Herschman, Gary W. .......................29Hettich, Daniel J. ............................. 24Holden, S. Craig ..............................26Holdenried, John R. ......................... 15Homchick, Robert............................ 31Homer, Leonard C. ..........................26Hyatt, Thomas ................................. 28Johnson, Stephanie F. ..................... 24Kass, Julie E. ...................................26Keenan III, Robert M. ....................... 24Kelly, John E. ................................... 18Kenny, Christopher P. ...................... 24Lamar, Marilyn ................................ 15Layman, Kate ................................. 30

Lerner, Arthur N. ............................. 27Lewin, Jennifer Simmen .................. 24Looney, Kim Harvey.........................20Lutz, Holley Thames ........................ 28Lynch, Joseph E. ............................. 24Markey, Melissa L. .................... 15, 21Markus, Patricia A. ..........................22Martin, Catherine A. ........................26Martin, Nicole ..................................30Marx Jr., David ................................ 16Mathias, William, T. .........................26Matyas, David E. .............................29McBride, Juliet M. ........................... 25McGinley, Fran ................................30McGinty, Charlene L. ....................... 15Medina, Amelia R. ........................... 25Michaels, Joel L. ............................. 16Miles, John J. ..................................26Miley, Claire F. ................................. 18Miller, Robert W. .............................. 25Miltenberger, Barbara L. ............15, 19Morris, Lewis ..................................22Murphy, Paul B. ............................... 25Myers, Regina L. ............................. 25Niccolini, Robert R........................... 15O’Neil, Catherine M. ........................ 25Pamplona, Arnold V. ........................ 16Patel, Anjana D. ...............................29Paulhus, Michael E. ......................... 25Pavarini, Peter A. ....................... 15, 32Peregrine, Michael W. ..................... 16Petrillo, Dana ...................................30Polston, Mark D. .............................. 25Poppitt, Kathy L. .............................. 25Powell-Woodson, Dorthula H. .....15, 19

Prather, Ramsey .............................. 25Quashie, Rene Y. .............................29Raphaely, Chris ...............................30Reed, Glen A. .................................. 25Reeves, Kelly N. .............................. 25Reisz, Cynthia Y. .........................15, 18Riesenbach, Jerry ...........................30Robinson, Vicki L. ............................ 15Robison, Adam ................................ 25Roeder, Kim H. ................................ 25Rosati, Kristen B. .......................15, 18Rush, Joel C. ................................... 16Saling, James A. ............................. 16Sanders, Amy E. .............................. 18Shackelford, Richard L. ................... 25Shay, Edward F. ............................... 15Shorter, Thomas N. ......................... 15Singer, Toby G. .......................... 15, 23Spigel, Jeffrey S. ............................. 25Stern, Catherine S. .......................... 25Tamulis, Julia .................................. 18Teplitzky, Sanford V. ........................26Thiel, Donna K. ................................ 25Turner, Cori Casey ........................... 15Valiant, Carrie..................................29Wallace, Monica .............................. 16Wenik, Jack .....................................29Werling, Kristian A........................... 16Wheeler, Sara Kay ........................... 25Wieland, James B. ..........................26Williams, Teresa A. .......................... 15Willis, Stephanie D. ......................... 27Wolfe, Joseph.................................. 21Ziegler, Janice H.............................. 28Zimmerman, Eric ............................. 16

healthlawyers.org 15healthlawyers.org 15

Executive Committee

President-Elect/Chair-Programs CommitteeLois Dehls Cornell Chief Administrative Officer, General CounselTufts Health PlanWatertown, MA

President-Elect Designate/Treasurer/Chair, Finance CommitteeCharlene L. McGintyBakerHostetlerAtlanta, GA

Secretary; At-Large; Chair-Public Interest CommitteeBrian D. GradleVice President, Corporate Responsibility OfficerBon Secours Health System Inc.Richmond, VA

Immediate Past PresidentKristen B. RosatiCoppersmith Brockelman PLCPhoenix, AZ

Chair-Practice Groups CommitteeEdward F. ShayPost & Schell PCPhiladelphia, PA

Chair-Membership CommitteeMarilyn LamarLiss & Lamar PCOak Brook, IL

Chair-Professional Resources CommitteeTeresa A. WilliamsIntegris HealthOklahoma City, OK

Directors

Timothy B. AdelmanLeClairRyanAnnapolis, MD

Barry D. AlexanderPolsinelli PCRaleigh, NC

Ann M. BittingerThe Bittinger Law FirmJacksonville, FL

James W. Boswell IIIKing & Spalding LLPAtlanta, GA

Dawn R. CrumelSheppard Mullin Richter & HamptonWashington, DC Todd M. EbersoleVice President & Senior Associate General CounselOptumRx a UnitedHealth Group CompanyIrvine, CA

Marc D. GoldstoneVice President and Associate General CounselCommunity Health Systems Professional Services CorporationFranklin, TN

Lisa A. HathawayAssistant General CounselBlue Cross Blue Shield of FloridaJacksonville, FL

S. Craig HoldenOBER | KALERBaltimore, MD

John R. HoldenriedBaird Holm LLPOmaha, NE

Melissa L. MarkeyHall Render Killian Heath & Lyman PCTroy, MI

Barbara L. MiltenbergerHusch Blackwell LLPJefferson City, MO

Robert R. NiccoliniOgletree Deakins Nash Smoak & Stewart PCWashington, DC

Dorthula H. Powell–WoodsonWiley Rein LLPWashington, DC

Cynthia Y. ReiszBass Berry & Sims PLCNashville, TN

Vicki L. RobinsonSenior Counsel for PolicyOffice of the Inspector General, US Department of Health and Human ServicesWashington, DC

Thomas N. ShorterGodfrey & Kahn SCMadison, WI

Toby G. SingerJones DayWashington, DC

Ex Officio/AHLA CEODavid S. CadeAHLAWashington, DC

Young Professional Council Board Delegate Cori Casey Turner Husch Blackwell LLPKansas City, MO

The Board of Directors of the American Health Lawyers Association 2014-2015

Wishes to Thank

Peter A. PavariniSquire Patton Boggs

Columbus, OH

As your term as President comes to an end Peter, we wish to thank you for your leadership in a year of incredible growth and achievement for the Association. We have grown to over 13,000 members while continuing to enhance member benefits. Congratulations on a job well done!

16 AHLA Connections July 2015

Spotlight on Leaders 2015

MICHAEL F. ANTHONY

· Member, Past President· Fellow· David J. Greenburg Service Award (2006)

JEFFREY W. BRENNAN

· Past Co-Chair, Antitrust in Health Care Program Planning Committee

BERNADETTE M. BROCCOLO

· Fellows Coordinating Committee· Fellow

IRA J. COLEMAN

· Past Vice Chair, Health Contracts Institute / Health Contracts Institute: Transforming the Payment and Delivery System

EMILY J. COOK

· Chair – Educational Programs, RAP – ACE Affinity Group Leadership

GARY S. DAVIS

· Fellow· David J. Greenburg Service Award (2000)

MICHAEL N. FINE

· Vice Chair – Research & Website, Tax and Finance Practice Group

JENNIFER S. GEETTER

· Member, Journal of Health & Life Sciences Law Editorial Board

KAREN OWEN GIBBS

· Vice Chair – Membership, Health Care Reform Educational Task Force

ERIC B. GORDON

· Past Vice Chair, Teaching Hospitals & Academic Medical Centers Practice Group

ANNE W. HANCE

· Past Vice Chair, Publications, Payers, Plans, and Managed Care Practice Group Former

· Co-Chair, Planning Committee for the AHLA/AHIP 2015 Institute for Health Plan Counsel

· Co-Editor, AHLA Managed Care Contracting Handbook, 7th Edition

DAVID MARX, JR.

· Antitrust, AHLA Fundamentals Program, Chicago· ABA/AHLA Antitrust in Health Care Program,

Washington, D.C.

JOEL L. MICHAELS

· Fellow· David J. Greenburg Service Award (1996)

ARNOLD V. PAMPLONA

· Member, Diversity and Inclusion Council

MICHAEL W. PEREGRINE

· Fellow

JOEL C. RUSH

· Participant, Business Law and Governance Leadership Development Program

JAMES A. SALING

· Member, Young Professionals Council

MONICA WALLACE

· Vice Chair – Accreditation, Certification and Enrollment Affinity Group

KRISTIAN A. WERLING

· Chair, Life Sciences Practice Group

We proudly support the American Health Lawyers Association (AHLA) and its dedication to legal issues in the health care industry. We are privileged to have among our lawyers and alumni two past presidents and three recipients of the Association’s David J. Greenburg Service Award. McDermott congratulates its lawyers who are leaders in AHLA.

ERIC ZIMMERMAN President-Elect Designate | Chair, Certification Exploratory Council | Board of Directors / Executive Committee

McDermott is honored to celebrate Eric Zimmerman’s election as president-elect designate of AHLA. Eric will play a key role in guiding the Association’s programming and educational efforts. He will work with the board and its members to fulfill the Association’s vision “to lead health law to excellence.”

McDermott Will & Emery conducts its practice through separate legal entities in each of the countries where it has offices. This communication may be considered attorney advertising. Previous results are not a guarantee of future outcome.

www.mwe.com

healthlawyers.org 17

18 AHLA Connections July 2015

Spotlight on Leaders 2015

Thomas Wolfe famously proclaimed that you can’t go home again. He never met Kristen Rosati. After a 24-month absence, Kristen rejoined us, returning to her home of the previous 15 years. Kristen is the immediate past president of AHLA and served on the AHLA Board of Directors for 9 years. Kristen was named by Arizona Business Magazine as one of the 50 Most Influential Women in Arizona Business.

Cleverly selecting winter as the time to join an Arizona law firm, Lisa Acevedo joins us after practicing health care law at national law firms in Chicago for 20 years. Lisa served on the planning committee for the AHLA Fundamentals of Health Law conference. Chicago Magazine named Lisa one of its Top 50 Women in Health Care Law for the State of Illinois. Kristen and Lisa both are recognized by Super Lawyers™ and Best Lawyers™. They practice in the area of health information privacy and security, data

breaches, data sharing arrangements, electronic health records, research, and all things “Big Data.” 2800 North Central Avenue Suite 1200 Phoenix, Arizona 85004 | P (602) 224-0999 F (602) 224-6020

cblawyers.com

CENTERED TO DELIVER. Bass, Berry & Sims honors our firm’s AHLA leaders and their commitment

to the advancement of the healthcare law profession and our healthcare clients’ success.

Amy E. Sanders

Vice ChairHealth Care Reform

Educational Task Force

John E. Kelly

Conference Planning Committee, Fraud &

Abuse Practice Group

Claire F. Miley

ChairRegulation, Accreditation &

Payment Practice Group

Julia TamulisCynthia Y. Reisz

Leadership Development Program, Hospitals & Health

Systems Practice Group

MemberBoard of Directors

Mary Beth Fortugno

ChairHospitals & Health

Systems Practice Group

healthlawyers.org 19

CongratulationsDot Powell-Woodsonon being re-elected to theAHLA Board of Directors

wileyrein.com1776 K Street NW | Washington, DC 20006

Our mentor, friend, partner, and leaderDot is on the rm’s Executive Committee,

and co-chairs the Health Care Practice.Dot counsels clients on health care and government procurements and contracting, contract administration, and state and federal regulatory compliance relating to complex prime, subcontract, and aliate agreements. Her practice focuses on these areas principally in connection with the Federal Employees Health Benets, Medicare, TRICARE, and Medicaid programs, although she also has extensive experience with commercial sector oerings. Dot has served in many dierent roles connected to the health care industry, including serving as the Governor’s appointed Director of Virginia’s health care agency, as a Virginia Assistant Attorney General (representing the Commonwealth’s Procurement Appeals Board), and as Vice President for Legal Services for two national health care entities. She also served early in her career as a corporate attorney for a Blue Cross and Blue Shield plan.

The choice of a lawyer is an important decision and should not be based solely upon advertisements.

Arizona | Colorado | Illinois | Missouri | Nebraska | Tennessee | Texas | Washington, D.C. | England

huschblackwell.com

Barbara L. Miltenberger, Attorneybarbara.miltenberger@huschblackwell.com

573.761.1105

Exceptional ServiceHusch Blackwell proudly recognizes Barbara Miltenberger for her year of service to the American Health Lawyers Association Board of Directors. We admire the work she does educating others on complex issues surrounding healthcare law. Well done, Barbara.

20 AHLA Connections July 2015

Spotlight on Leaders 2015

Calling all future leaders—

AHLA Student Membership

is free.

www.healthlawyers.

org/join

Program SponsorsAHLA would like to thank the following companies for providing sponsorship in support of our programs during our June 2014-May 2015 program year.

AlixPartners LLPAltegra HealthAlvarez & MarsalBRG HealthcareCain Brothers & Company LLCCarnahan GroupCBIZ Healthcare ValuationCHAN Healthcare, subsidiary of Crowe HorwathCoker GroupDeloitteElliott Davis DecosimoFirst Chesapeake GroupFTI Consulting

Health Capital ConsultantsHealthCare Appraisers Inc.HORNE LLPHuron Business AdvisoryJarrard Phillips Cate & Hancock Inc.LexisNexisMediTract Inc.NavigantPinnacle Healthcare Consulting Plante Moran PLLCPrinciple Valuation LLCPWCPYA

Simione Healthcare Consultants LLCSpectrum Health Partners LLCSullivan Cotter and Associates Inc.Veralon, formerly DGA Partners and Health Strategies & SolutionsVMG HealthWipfli LLP

For information about sponsorship opportunities, contact Valerie Eshleman at veshleman@healthlawyers.org.

healthlawyers.org 21

22 AHLA Connections July 2015

Spotlight on Leaders 2015

Patricia A. Markus Raleigh, NC | 919.755.8850

trish.markus@smithmoorelaw.com

Smith Moore Leatherwood LLP | Attorneys at Law | www.smithmoorelaw.com

ATLANTA | CHARLESTON | CHARLOTTE | GREENSBORO | GREENVILLE | RALEIGH | WILMINGTON

Smith Moore Leatherwood congratulates Trish Markus on her election to the Board of Directors and proudly supports her ongoing efforts within AHLA.

CONGRATULATIONS,Trish!

Congratulations to these newly-elected members of AHLA’s Board of Directors

Mark A. BonnanoGeneral Counsel and Director of Health PolicyOregon Medical AssociationPortland, OR

James F. FlynnBricker & Eckler LLPColumbus, OH

healthlawyers.org 23

2400 Lawyers. 41 Locations. 5 Continents. www.jonesday.com

Congratulations.Jones Day congratulates our friend and partner, Toby Singer,

for her distinguished service to the American Health

Lawyers Association. Toby’s contributions as a board

member, as a chair of the Antitrust Practice Group, and

as a member of the Quality Council exemplify her

outstanding leadership abilities.

24 AHLA Connections July 2015

Spotlight on Leaders 2015

Glen A. ReedPast PresidentFellowDavid J. Greenburg Service Award

Adam RobisonArticle Author, Fraud & Abuse Practice Group Enforcement Committee

Robert W. MillerPast PresidentEmeritus FellowDavid J. Greenburg Service AwardPast Editor-in-Chief, Journal of Health & Life Sciences Law

Kim H. RoederCo-Chair, Transactions Affinity Group of the Business Law and Governance Practice Group

Sara Kay WheelerCo-Moderator, Compliance Discussion Listserve

James W. Boswell, IIIBoard of DirectorsProgram Planning Committee, Annual MeetingDispute Resolution CouncilChapter Author, Health Plans Contracting Handbook

Stephanie F. JohnsonCo-Moderator, Compliance Discussion ListserveAuthor, Payors, Plans and Managed Care Practice Group Email Alert

Christopher P. KennySection Co-Author, AHLA’s Representing Hospitals and Health SystemsWebinar Speaker

Robert M. Keenan, IIIEditor, Health Plans Contracting Handbook

Catherine S. SternModerator, Compliance Discussion Listserve

Gary W. EilandPast PresidentFellowDavid J. Greenburg Service Award

Brian A. BohnenkampCompliance Committee Co-Chair, Fraud & Abuse Practice Group

Joseph E. LynchArticle Author, Connections MagazineWebinar Speaker

King & Spalding proudly congratulates current and retired members of our firm for their service to the AHLA.

Regina L. MyersAHLA Diversity Outreach, Planning Committee for the National Bar Association’s Health Law Forum

Michael E. PaulhusProgram Planning Committee, Fundamentals of Health LawLead Coordinator, Fraud & Abuse Practice Group Enforcement Committee, Fraud & Abuse Practice GroupIn-Person Program Speaker

www.kslaw.com/health

Susan J. BanksIn-Person Program SpeakerSection Co-Author, AHLA’s Representing Hospitals and Health Systems

Juliet M. McBrideSection Co-Author, AHLA’s Representing Hospitals and Health Systems

Richard L. ShackelfordPast PresidentProgram Planning Committee, Physicians & Hospitals Law InstituteIn-Person Program Speaker

Donna K. ThielIn-Person Program Speaker

Shannon F. CoxArticle Co-Author, AHLA Health Lawyers Weekly

Stephen P. CummingsArticle Co-Author, AHLA Health Lawyers Weekly

Paige A. FillingameSection Co-Author, AHLA’s Representing Hospitals and Health Systems

Jennifer Simmen LewinArticle Co-Author, Fundamentals of Health Law

Catherine M. O’NeilArticle Co-Author, AHLA Health Lawyers WeeklyEditorial Review, Children’s Hospital Affinity Group

Kelly N. ReevesArticle Co-Author, The Fundamentals of Life Sciences Law

Jeffrey S. SpigelIn-Person Program Speaker

Mark D. PolstonSection Co-Author, AHLA’s Representing Hospitals and Health SystemsIn-Person Program Speaker

Daniel J. HettichVice Chair, Regulation, Accreditation & Payment Practice GroupIn-Person Program Speaker and Webinar SpeakerSection Co-Author, AHLA’s Representing Hospitals and Health SystemsModerator, RAP E-Alert

Thomas H. HawkIn-Person Program Speaker

Constance Fore DotzenrodIn-Person Program Speaker

Kathy L. PoppittVice-Chair for Membership, Medical Staff, Credentialing and Peer Review Practice GroupIn-Person Program Speaker

John D. CarrollMember, Antitrust Practice Group Leadership Program

Ramsey PratherArticle Author, Fundamentals of Health Law

Dennis M. BarryFellowFormer Member, Board of DirectorsIn-Person Program Speaker

Lauren S. GennettCo-Moderator, Reimbursement Listserve

Amelia R. MedinaArticle Co-Author, Connections Magazine

Paul B. MurphyArticle Co-Author, Connections Magazine

healthlawyers.org 25

Glen A. ReedPast PresidentFellowDavid J. Greenburg Service Award

Adam RobisonArticle Author, Fraud & Abuse Practice Group Enforcement Committee

Robert W. MillerPast PresidentEmeritus FellowDavid J. Greenburg Service AwardPast Editor-in-Chief, Journal of Health & Life Sciences Law

Kim H. RoederCo-Chair, Transactions Affinity Group of the Business Law and Governance Practice Group

Sara Kay WheelerCo-Moderator, Compliance Discussion Listserve

James W. Boswell, IIIBoard of DirectorsProgram Planning Committee, Annual MeetingDispute Resolution CouncilChapter Author, Health Plans Contracting Handbook

Stephanie F. JohnsonCo-Moderator, Compliance Discussion ListserveAuthor, Payors, Plans and Managed Care Practice Group Email Alert

Christopher P. KennySection Co-Author, AHLA’s Representing Hospitals and Health SystemsWebinar Speaker

Robert M. Keenan, IIIEditor, Health Plans Contracting Handbook

Catherine S. SternModerator, Compliance Discussion Listserve

Gary W. EilandPast PresidentFellowDavid J. Greenburg Service Award

Brian A. BohnenkampCompliance Committee Co-Chair, Fraud & Abuse Practice Group

Joseph E. LynchArticle Author, Connections MagazineWebinar Speaker

King & Spalding proudly congratulates current and retired members of our firm for their service to the AHLA.

Regina L. MyersAHLA Diversity Outreach, Planning Committee for the National Bar Association’s Health Law Forum

Michael E. PaulhusProgram Planning Committee, Fundamentals of Health LawLead Coordinator, Fraud & Abuse Practice Group Enforcement Committee, Fraud & Abuse Practice GroupIn-Person Program Speaker

www.kslaw.com/health

Susan J. BanksIn-Person Program SpeakerSection Co-Author, AHLA’s Representing Hospitals and Health Systems

Juliet M. McBrideSection Co-Author, AHLA’s Representing Hospitals and Health Systems

Richard L. ShackelfordPast PresidentProgram Planning Committee, Physicians & Hospitals Law InstituteIn-Person Program Speaker

Donna K. ThielIn-Person Program Speaker

Shannon F. CoxArticle Co-Author, AHLA Health Lawyers Weekly

Stephen P. CummingsArticle Co-Author, AHLA Health Lawyers Weekly

Paige A. FillingameSection Co-Author, AHLA’s Representing Hospitals and Health Systems

Jennifer Simmen LewinArticle Co-Author, Fundamentals of Health Law

Catherine M. O’NeilArticle Co-Author, AHLA Health Lawyers WeeklyEditorial Review, Children’s Hospital Affinity Group

Kelly N. ReevesArticle Co-Author, The Fundamentals of Life Sciences Law

Jeffrey S. SpigelIn-Person Program Speaker

Mark D. PolstonSection Co-Author, AHLA’s Representing Hospitals and Health SystemsIn-Person Program Speaker

Daniel J. HettichVice Chair, Regulation, Accreditation & Payment Practice GroupIn-Person Program Speaker and Webinar SpeakerSection Co-Author, AHLA’s Representing Hospitals and Health SystemsModerator, RAP E-Alert

Thomas H. HawkIn-Person Program Speaker

Constance Fore DotzenrodIn-Person Program Speaker

Kathy L. PoppittVice-Chair for Membership, Medical Staff, Credentialing and Peer Review Practice GroupIn-Person Program Speaker

John D. CarrollMember, Antitrust Practice Group Leadership Program

Ramsey PratherArticle Author, Fundamentals of Health Law

Dennis M. BarryFellowFormer Member, Board of DirectorsIn-Person Program Speaker

Lauren S. GennettCo-Moderator, Reimbursement Listserve

Amelia R. MedinaArticle Co-Author, Connections Magazine

Paul B. MurphyArticle Co-Author, Connections Magazine

26 AHLA Connections July 2015

Spotlight on Leaders 2015

Ober|Kaler is proud of its attorneys’ years of service to the American Health Lawyers Association.

S. Craig HoldenBoard of Directors, 2011-2015; Fraud and Compliance Forum: Chair, 2004-2010; Mentoring Program Member; Public Interest Contributor

www.oberhealthlaw.com | www.ober.com

Catherine A. MartinFraud and Abuse Advisory Opinion Task Force; AHLA Representative on OIG Board Guidance, 2015; Mentoring Program Member; Public Interest Contributor

William T. MathiasFraud and Abuse Practice Group: Vice Chair, 2008-2014; Fraud and Abuse Advisory Opinion Task Force: Member, 2004-2008; Mentoring Program Member; Public Interest Contributor

Julie E. KassPhysician Organizations Practice Group: Chair, 2013-2015 and Vice Chair, 2009-2012; Mentoring Program Member; Public Interest Contributor; Women’s Leadership Institute Program Planning Committee; Participant in the Beneficiary Inducement Convener Panel

Leonard C. HomerBoard of Directors, 1978-1985; President, 1985-1986; Institute on Medicare and Medicaid Payment Issues: Chair, 1978-1999; David J. Greenburg Award, 1999; Charter Fellow, 2005; Public Interest Contributor

Sanford V. TeplitzkyBoard of Directors, 1986-1995; President, 1993 -1994; Healthcare Fraud and Abuse Program: Chair, 1992-2000; Founding Fellow, 2005; David J. Greenburg Award, 2008; AHLA Representative on OIG Board Guidance, 2015; Mentoring Program Member; Public Interest Contributor

John J. MilesBoard of Directors, 1989-1994; Antitrust Practice Group: Vice Chair, 1997-2001 and Chair, 2001-2004; Fellow, 2012; Mentoring Program Member; Public Interest Contributor

James B. WielandBoard of Directors, 1995-2000; Physician Organizations Practice Group: Vice Chair, 1997-1999; Program Planning Committee: Vice Chair; Physicians and Physician Organizations Law Institute, 1998-2001

Thomas W. Coons Board of Directors, 2004-2009; Institute on Medicare and Medicaid Payment Issues: Co-chair, 1998-2003; Fellow, 2010; Mentoring Program Member; Public Interest Contributor

healthlawyers.org 27

Crowell & Moring LLP Proudly Recognizes our Colleagues

for their Leadership and Service to the AHLA

Stephanie D. Willis Young Professionals Council (YPC)

Delegate to the AHLA Board of Directors Washington, DC

Arthur N. Lerner AHLA Fellow

Washington, DC

John T. Brennan AHLA Fellow

Washington, DC

A. Xavier Baker Vice Chair of Payers, Plans, and Managed Care Practice Group

Washington, DC

Troy A. Barsky Vice Chair of Accountable

Care Organization Task Force Washington, DC

As a trusted counselor to leading companies throughout the health care

industry, Crowell & Moring has immediate insight into emerging trends and

offers legal solutions that help our clients meet their business objectives.

CROWELL.COM/HEALTHCARE

Washington, DC New York San Francisco Los Angeles Orange County

28 AHLA Connections July 2015

Spotlight on Leaders 2015Dentons’ Life Sciences and Health Care practice is where health care, law and business converge to help you meet the rigorous needs of a competitive marketplace.

Dentons. The Global Elite law firm created by Salans, FMC and SNR Denton.*

dentons.com

© 2015 Dentons. Dentons is a global legal practice providing client services worldwide through its member firms and ailiates. Please see dentons.com for Legal Notices.

*Acritas Global Elite Law Firm Brand Index 2013 and 2014.

For their eorts on behalf of the American Health Lawyers Association, our thanks go out to:

Janice H. ZieglerVice Chair of Strategic Activities, Payers, Plans and Managed Care

Holley Thames LutzMember, Editorial Board – Journal of Health & Life Science LawMember, Program Planning Committee – Legal Issues Aecting Academic Medical Centers & Other Teaching Institutions (2015)

Thomas HyattAHLA FellowChair, Fellows Coordinating Committee

healthlawyers.org 29

American Health Lawyers Association LeadersWe Applaud Our

Attorney advertising.© 2015 Epstein Becker & Green P.C. All rights reserved.www.ebglaw.com

Practice Group Leadership (2015-2016) Practice Group Chair George B. Breen - Health Care Liability and Litigation

Practice Group Vice Chair Gary W. Herschman - Fraud and Abuse Anjana D. Patel - Post-Acute and Long-Term Care Services

Task Force Vice Chair Clifford E. Barnes - Accountable Care Organization

Working Group Co-ChairJack Wenik - Enforcement Committee, Fraud and Abuse

Pro Bono Champions René Y. Quashie George B. Breen Carrie Valiant

Past President Douglas A. Hastings

AHLA Fellow Douglas A. Hastings David E. Matyas

30 AHLA Connections July 2015

Spotlight on Leaders 2015

Cozen O’Connor is proud to support our attorneys as they support the American Health Law Association.

Congratulations Mark Gallant on your five years of service to the Annual Medicare & Medicaid Reimbursement Institute Planning Committee.

• Marc Auerbach• Robert Chu• Ray Console• Mark Gallant• Marc Goldsand• Jonathan Grossman• Kate Layman• Nicole Martin• Fran McGinley• Dana Petrillo• Chris Raphaely• Jerry Riesenbach

Mount Royal Printing and Communications Baltimore, MDPrinter and mail house for AHLA Connections

Jared Thompson Vice President Sales & Marketing

Melanie Amend Customer Service Representative

The entire Production Team (including Tom the driver!)

Network Media PartnersAHLA’s exclusive partner in handling all magazine, website advertising, and discussion lists.

C.P. ‘Chip’ Boyce III President

Carrie Hartin Chief Operating Officer

Shannon Reid Sales Manager Karyn Kessler Account Executive Terri Wood Senior Traffic Coordinator

Evan Zippert AHLA Job Bank

Thanks to magazine partners!

healthlawyers.org 31

Jane Eckels » Co-Chair, Tech Licensing and Intellectual Property Affinity Group 2010-2014

Robert Homchick » Chair, Fraud and Compliance Forum Program Planning Committee

» Board of Directors 2008-2014

» Chair, Public Interest Committee 2012-2014

» Member, Executive Committee 2012-2014

» Member, Advisory Council on Diversity 2013-2014

Anchorage. Bellevue. Los Angeles. New York. Portland.

San Francisco. Seattle. Shanghai. Washington, D.C. | dwt.com

© 2015 Davis Wright Tremaine LLP. All rights reserved. 877.398.8417

Davis Wright Tremaine applauds the American Health Lawyers Association and its efforts to address legal issues for the health care field. On behalf of our AHLA volunteer leaders, thank you for the opportunity to help advance your mission.

32 AHLA Connections July 2015

THANKS TO MY AHLA COLLEAGUES AND FRIENDSAs my year as President of the American Health Lawyers Association comes to an end, I wish to express my sincere appreciation to all those who encouraged and supported me during my term.

The list is long, but would certainly include:

• The AHLA Board of Directors, Practice Group Leaders and Committee and Council Chairs for their tireless work to make this organization better

• Eight brilliant health lawyers who served as AHLA President during my time on the Board for their wisdom and the example they set for me

• Peter Leibold and David Cade for their exemplary leadership and inspiration

• AHLA’s talented staff for their dedication, creativity and attention to the details

• The membership at large for engaging in and helping grow the Association

I would also like to thank those AHLA members from Squire Patton Boggs who have lent their commitment and skills to this, the premier organization of its kind in healthcare.

I am proud to be associated with all of these fine individuals, colleagues and friends and the important things we have accomplished together. I wish them and AHLA nothing but continued success.

Peter A. PavariniT +1 614 365 2712E peter.pavarini@squirepb.com

44 Offices in 21 Countriessquirepattonboggs.com

Local Connections. Global Influence.

Spotlight on Leaders 2015

healthlawyers.org 33

Member News

Congratulations to our Newly-Elected Officers and Board MembersAHLA is very fortunate to have an exceptional cadre of new leaders elected each year, and 2015 is no different. The Board of Directors has approved an outstanding slate of new leaders for the Associa-tion as proposed by the Nominating Committee. These new leaders started their terms in office immediately following the 2015 Annual Meeting in Washington, DC.

President-Elect Designate

Eric ZimmermanMcDermott Will & Emery LLPWashington, DC

Board Members Elected to a First Term

Mark A. Bonnano General Counsel and Director of Health Policy, Oregon Medical AssociationPortland, OR

James F. FlynnBricker & Eckler LLPColumbus, OH

Kim Harvey LooneyWaller Lansden Dortch & Davis LLPNashville, TN

Patricia A. MarkusSmith Moore Leather-wood LLPRaleigh, NC

Board Members Elected to a Second Term

James W. Boswell IIIKing & Spalding LLPAtlanta, GA

Marc D. GoldstoneVice President and Associate General CounselCommunity Health-Systems Professional Services CorporationFranklin, TN

John R. HoldenriedBaird Holm LLPOmaha, NE

Dorthula H. Powell-WoodsonWiley Rein LLPWashington, DC

At-Large Nominating Committee Members

James W. Boswell IIIKing & Spalding LLPAtlanta, GA

Gelvina Rodriguez Stevenson Associate General Counsel, The Children’s Hospital of PhiladelphiaPhiladelphia, PA

For the most current list of leadership opportunities, check www.healthlaw-yers.org/volunteer. We will post “Call for Leaders” forms throughout the year. You can get started today by volunteering to serve as a mentor (or find a mentor) at www.healthlawyers.org/mentoring.

To the members of the FY2015 Nominating Committee for their workPeter A. Pavarini, ChairLois Dehls CornellCharlene L. McGintyDinetia M. NewmanRobert R. NiccoliniKristen B. RosatiAsha B. Scielzo

34 AHLA Connections July 2015

Member News

Congratulations to AHLA’s Newest Fellows!AHLA inducted six very accom-plished members into the AHLA Fellows program on June 27 during AHLA’s Annual Meeting in Washington, DC:

AHLA Fellows Class of 2015

Dennis M. Barry Washington, DC

Thomas S. CraneMintz Levin Cohn Ferris Glovsky & Popeo PCBoston, MA

Gerald M. GriffithJones DayChicago, IL

Louise M. Joy Joy & Young LLPAustin, TX

Arthur N. LernerCrowell & Moring LLPWashington, DC

David E. Matyas Epstein Becker & Green PCWashington, DC

The Fellows Program recognizes lifelong leaders of the Association. It creates a forum for former volunteer leaders to remain active in AHLA where they can continue contributing to AHLA’s success and support the Association’s public interest mission.

Only a small percentage of AHLA’s 13,000+ members are selected for Fellowship. This honor recognizes their career-long achievements, their contri-

butions and tenure with AHLA, and their continuing service and leadership in the legal profession.

AHLA Fellows are ambassadors for the Association and serve as role models and mentors to current AHLA members. Fellows include past AHLA presidents, former members of the Board of Direc-tors, former members of Practice Group and program planning committees, and others who have been very active within the Association.

While representing a wide range of professional backgrounds, experience and expertise, AHLA Fellows share certain key characteristics that define them as leaders: their continued partici-pation in AHLA initiatives and their respected leadership in the larger health law legal community.

For more information about the AHLA Fellows, visit www.healthlawyers.org/Fellows.

Thanks go to the leaders of the Accountable Care Organization Task Force (ACO TF) for sponsoring this month’s Features: Preparing for Successful Medicare Shared Savings Program Enrollment found on pages 8-13; and Bringing Hospital Tax Exemption into the Modern Era: Why ACO Activities Should Be Tax-Exempt, found on pages 36-41.

For more information about the TH-AMC Practice Group, visit www.healthlawyers.org/pgs or follow them on Twitter @AHLA_ACO.

healthlawyers.org 35

Member NewsWell-Deserved ThanksWe would like to thank the following members for their service on these AHLA Councils and Committees:

Diversity+Inclusion Council

Dan KuninskyBass Berry & Sims PLCNashville, TN

Trenton J. PoynterAssociate General Counsel, Legal Depart-mentLifePoint HospitalsBrentwood, TN

Dan and Trenton have both been loyal and outstanding contributors to the D+I Council; for three and two years respectively. They provided valuable input and insight about outreach to new constituencies, participated in the Council’s Diversity Summits, and helped to lay the foundation for the scholarship program. Because of their efforts, the Council has made tremendous strides in ensuring that diversity and inclusion initiatives are woven throughout the Association and there is a collective collaboration among other Councils and Committees.

Fellows Coordinating Committee

James “Jim” P. KellyKelly Law Firm PCAtlanta, GA

Margaret M. “Peg” ManningBlanchard Manning LLPOrcas, WA

Jim and Peg served the Fellows Coordinating Committee with distinction for three years. They enriched committee discus-sions with their insightful analysis, and commitment to good governance and service to the organization.

Young Professionals Council (YPC)

Anastasia “Ana” AndersonPerkins Coie LLPSeattle, WA aanderson@perkinscoie.com

Kelly Cavazos BarretoJackson Walker LLPAustin, TX Twitter @kcavazoskbarreto@jw.com

Ariella CohenPhiladelphia, PA Twitter @AriellaCohen48atcohen48@gmail.com

Jennifer L. TouseBayCare Health SystemClearwater, FL jennifer.touse@baycare.org

Cori Casey Turner Husch Blackwell LLPKansas City, MO Twitter @CoriTurnerHBcori.turner@huschblackwell.com

Five years ago the Young Professionals Council was estab-lished. Its members hit the ground running and they haven’t looked back. All of the individuals above have shared their ideas, insight, and expertise in a thoughtful and collaborative manner. Ariella Cohen served as the Council’s law student representative. Kelly Barreto served as the Council’s Social Media Coordinator. Cori Turner, past member and Chair of the Council, represented the YPC as the delegate to the AHLA Board of Directors. Jennifer Touse facilitated the Council’s pro bono interview series in connection with the Public Interest Committee and Ana Anderson was a major contri-bution to the Council’s quarterly Job Resource Guide and Toolkit or ‘10/3’ (ten questions for three member interview series). Each served with energy and passion and commit-ment. We thank them all for their service.

36 AHLA Connections July 2015

Bringing Hospital Tax Exemption into the Modern Era: Why ACO Activities Should Be Tax-Exempt

By Catherine E. Livingston and Gerald M. Griffith, Jones Day

healthlawyers.org 37healthlawyers.org 37

Accountable care organizations and clinically integrated networks (ACOs) are a key health care innovation designed to produce better care at lower cost for the community. Whether formed to participate in the Medicare Shared Savings Program (MSSP) or to coordinate clinical activities involving other payers, ACOs seek to align financial incentives so that they reward hospitals, physicians, and other providers for working together to serve a defined population. Participation in ACOs has grown substantially over the past five years.1 The ability of tax-exempt hospitals and health systems to participate in ACOs depends on whether participation allows the hospital or health system to further charitable purposes within the meaning of Section 501(c)(3),2 without generating more than incidental private benefit. Failure to meet that standard can have severe consequences, including unrelated business income tax (UBIT), loss of exemption for interest on bonds that finance hospital facilities, and loss of tax-exempt status.

To date, the Internal Revenue Service (IRS) has confirmed only that participation in an ACO that is limited to MSSP is consistent with the requirements for exemption as a Section 501(c)(3) organization.3 The IRS has held open the possibility that non-MSSP ACO activities also can further charitable purposes and avoid producing impermissible private benefit,4 but it has not described the criteria applicable to participation in non-MSSP ACOs. This leaves tax-exempt hospitals in a diffi-cult position. They appreciate the importance of joining with other providers to address the fundamental problems of health care economics that jeopardize access to quality, affordable health care, but the current state of IRS guidance raises ques-tions about the consequences of participation in non-MSSP ACO activities.

Requirements for Hospital Tax Exemption To qualify as a Section 501(c)(3) organization, a nonprofit hospital must be organized and operated exclusively for chari-table, scientific, educational, or other exempt purposes. Since 1969, the IRS has taken the position that a nonprofit hospital is furthering a charitable purpose if it engages in promotion of health for the benefit of the community as a whole.5 Section 501(c)(3) hospitals are required to have a written financial assistance policy, but neither the statute nor the regulations specify criteria for whom, if anyone, must be offered financial assistance under the policy.6 IRS guidance has long considered the provision of health care services to patients as a trade or business that furthers charitable purposes, but the provision of services to members of the public who are not otherwise receiving clinical care at the hospital (e.g., laboratory, phar-macy, or imaging services) is generally considered to be an unrelated trade or business unless the services are otherwise scarce or unavailable in the community.7 Under this guidance, lowering cost and improving quality of care is irrelevant in determining 501(c)(3) eligibility and the focus instead is on whether the hospital provides hands-on care.

Activities that regulate or coordinate the delivery of health care, such as operating a professional standards review organization,8 a health planning agency,9 or a regional health data system,10 but do not involve direct patient care also

are considered to be furthering charitable or educational purposes. However, providing ancillary services that support direct patient care but are not themselves part of the service provider’s core exempt functions, like management, fiscal, and administrative services, to other health care entities for a fee is generally considered to further an exempt purpose only if the other entities are related to the service provider or structurally and financially integrated with the service provider.11 There is a very limited exception for providing certain services specifi-cally identified in Section 501(e) (e.g., billing and collection, laboratory services, data processing) to hospital facilities with 100 or fewer beds at or below cost.12 The provision of “commer-cial-type insurance” also is treated as an unrelated trade or business unless an exception applies.13

The IRS takes the position that a health care activity, whether or not it involves services to patients, fails to further a charitable purpose if it is conducted in a commercial fashion.14 The parameters of what causes an activity to be too commer-cial are unclear and have never been captured in published guidance.

A nonprofit hospital will not qualify as a Section 501(c)(3) organization if a substantial portion of its activities benefit private parties, like physicians, unless the private benefit conferred is both qualitatively and quantitatively incidental to accomplishment of the hospital’s charitable purpose. A private benefit is qualitatively incidental if it is reasonably necessary to achieve the broader public benefit,15 and it is quantitatively incidental if it is insubstantial in amount compared to the public benefit.16 Paying reasonable compensation for services generally results in only an incidental private benefit.17

Activities that a tax-exempt hospital conducts through its participation in a partnership or LLC that is treated like a partnership for tax purposes (i.e., a joint venture) must meet the same standards for tax exemption as activities a hospital conducts directly.18 If the joint venture’s activities do not further exempt purposes, or if the tax-exempt participant lacks sufficient control to ensure that the joint venture furthers char-itable purposes and provides no more than incidental private benefit, then participation in the joint venture may generate unrelated business income. If the joint venture constitutes a substantial portion of the participant’s activities, those activi-ties could jeopardize its tax exemption. The IRS has not issued any published guidance on what constitutes substantial activi-ties for this purpose, though existing guidance in other areas focuses on the percentage of the organization’s revenues and expenses associated with the activity.19

Many tax-exempt hospitals also are financed in part with the proceeds of tax-exempt bonds. To preserve the exemption for the interest on their bonds, hospitals must not allow more than de minimis levels of private use, which includes use in the trade or business of a private party (such as a for-profit physician group) or use in an unrelated trade or business of the hospital.20 Arrangements that otherwise may result in private use can be protected by structuring them to fit within estab-lished safe harbors based primarily on the term, termination rights, and compensation methodology.21 Although the latest safe harbor guidance from the IRS includes specific provi-

38 AHLA Connections July 2015

sions tailored to MSSP ACOs, it does not address the threshold question of when the operations of a typical ACO will result in private use. The answer should depend on a facts and circum-stances analysis, and there may be no private use if the ACO itself is a Section 501(c)(3) organization, the ACO’s offices are not located in bond-financed space, the ACO does not manage a hospital department or service line, and participants in the ACO have no special preference for use of any areas in the bond-financed hospital distinguishable from other members of the medical staff.22

IRS Position to Date on ACOs and Their Core FunctionsMSSP ACO GuidanceIRS guidance concludes that participation by a tax-exempt hospital in an MSSP ACO furthers exempt purposes because the ACO lessens the burdens of government by helping to promote quality improvements and contain costs for the Medicare program but does not address whether it promotes the health of the community (the rationale that a non-MSSP ACO would advocate).23 Notice 2011-20 relies heavily on Centers for Medicare & Medicaid Services’ oversight of MSSP ACOs. It provides a five-factor test for determining whether a tax-exempt entity’s participation in an MSSP ACO will result in private inurement, more than incidental private benefit, or UBIT: (1) terms of participation set in advance, written agree-ment negotiated at arm’s length; (2) the ACO has been accepted into the MSSP and its activities are limited to participation in the MSSP; (3) the economic benefits, ownership interest, return of capital, distributions, and allocations are proportional in value to its capital contributions; (4) the exempt organization’s share of losses does not exceed its share of economic benefits; and (5) all contracts and transactions among the parties are consistent with fair market value. Notably, those five factors do not include control of the MSSP ACO.

Subsequently, the IRS clarified this guidance, indicating that it will not be necessary for an exempt organization to meet all five factors and no one factor is determinative. This

statement implies that a tax-exempt hospital may be able to participate in an ACO in which ownership is not directly proportional to capital contributions, or shared savings are not distributed in proportion to ownership interests, but no specific examples are offered to show what combination of factors is acceptable.24

At least ten MSSP ACOs have received IRS determinations recognizing them as Section 501(c)(3) organizations.25 The IRS, however, has not issued guidance on exemption or UBIT related to non-MSSP ACOs. Accordingly, tax-exempt hospitals cannot be certain when the IRS would agree that participation in a non-MSSP ACO is consistent with their tax-exempt status and will not result in UBIT. The IRS fact sheet notes that the IRS would apply a facts and circumstances test to non-MSSP ACOs to answer the UBIT and exemption questions, but it lists only generic factors that apply to any exempt organiza-tion activity and none that are specific to the activities ACOs undertake,26 such as population health services, coordinated payer contracting designed to create interdependent incen-tives for providers, and other activities intended to improve or maintain quality while controlling the cost of health care. This leaves tax-exempt hospitals to wonder whether the activities of an ACO can further charitable purposes and avoid imper-missible private benefit when they are improving quality and lowering cost outside of a governmental program like Medi-care or Medicaid. We suggest that the answer should be yes. The new private use safe harbor supports that answer in that it recognizes that a productivity award based on meeting quality performance standards would not be treated as sharing net profits of the tax-exempt hospital.27 The patchwork of older published guidance that bears on certain other aspects of ACO structures and activities, however, results in a mixed picture.

Other IRS Guidance Applicable to ACOsPopulation health services are designed to track data for an assigned set of beneficiaries in a geographic area who may receive services from hospitals, physicians, or other providers participating in the ACO. The participating providers join together to sponsor population health services and then use the data to identify opportunities to be proactive with individ-uals so that they can maintain or improve their health while containing costs. For hospitals, the population will neces-sarily include individuals who are not patients of the hospital under the traditional IRS definition—and if the services are especially effective in maintaining and improving health, may never be patients of the hospital.

Population health services also involve data analytics performed in offices with computers. The IRS has ruled that activities involving the review of data rather than direct patient care can further charitable purposes. For example, using data to plan for efficient deployment of health resources by a planning agency promotes the health of the community by “increasing the accessibility, acceptability, continuity, and quality of health services provided.”28 Similarly, the IRS ruled that a professional standards review organization (PSRO) promoted health because it prevented unnecessary hospitaliza-tion and surgery while lessening the burdens of government by

The IRS has held open the possibility that non-MSSP ACO activities also can further charitable purposes and avoid producing impermissible private benefit, but it has not described the criteria applicable to participation in non-MSSP ACOs.

healthlawyers.org 39healthlawyers.org 39

assuming the government’s burden for reviewing the appropri-ateness and quality of Medicare-covered services.29 Although the health planning agency and the PSRO, like MSSP ACOs, were established under the auspices of a government program, the reasons articulated for why they are furthering charitable purposes do not depend on participation in those programs. Therefore, this analysis would apply equally to non-MSSP activities.

The IRS also has ruled that operating a computer network that links Section 501(c)(3) libraries, governmental libraries, and private business libraries furthers an exempt purpose.30 However, the IRS has been reluctant to say that performing data analytics in support of providing more efficient and effective health care for a set of patients linked by one or more private payers is an activity that furthers exempt purposes.31 The IRS approved exemption for a regional health informa-tion organization (RHIO) that gathers electronic medical and drug claims data from commercial and government health plans, providers, pharmacies, and laboratories and uses it to provide clinical quality reports that allow providers and health plans to take steps to improve quality and efficiency in patient care.32 That ruling, however, is based on the conclusion that the activities lessened the burdens of government because they promoted the purposes of the Health Information Technology for Economic and Clinical Health Act. Legislative history accompanying the Act said that activities to facilitate use of health IT under standards adopted by the Department of Health and Human Services were to be considered as substan-tially furthering an exempt purpose. It is unclear whether the IRS will agree that performing population health services to improve quality and reduce costs furthers charitable purposes if the use of technology is not under the auspices of a govern-ment program. The IRS also appears to remain concerned about the benefits to private payers from cost savings and unsure whether those benefits should be viewed as incidental to the benefits to the community as a whole.33

As for payer contracting, the IRS has long taken the posi-

tion that “negotiating with private health insurers on behalf of unrelated parties generally is not a charitable activity, regard-less of whether the agreement negotiated involves a program aimed at achieving cost savings in health care delivery.”34 It expressed this view decades ago in concluding that indepen-dent practice associations that negotiate contracts with health maintenance organizations are akin to a billing and collection service and primarily benefit their member physicians,35 in concluding that physician hospital organizations generally did not qualify for exemption,36 and in denying exemption for a nonprofit organization engaged in payer contracting for physi-cians on the medical staff of the tax-exempt hospital that was its sole member.37

Finally, if a tax-exempt hospital participates in an ACO structured as an LLC or a partnership, even if the population health services and coordinated payer contracting of the ACO are viewed as furthering exempt purposes, the IRS may object that the activities do not exclusively further exempt purposes and could result in impermissible private benefit or inurement if the tax-exempt hospital does not control the ACO. The IRS objected to an equal division of control between a hospital and private partners in operating an ambulatory surgical center in Redlands Surgical Services and a whole hospital joint venture in St. David’s. The IRS prevailed in the first case in a bench trial and lost in the second in a jury trial. The only published IRS position on joint ventures since St. David’s ruled favorably on an ancillary joint venture between a university and a for-profit company to provide teacher training courses.38 The university and the for-profit company each controlled an equal number of seats on the board; however, the university controlled the purely educational aspects by retaining sole and exclusive authority to select the curriculum, training materials and instructors, and standards for successful completion of the program.

Why ACO Activities Should Be Tax-ExemptPromoting quality while reducing cost is vital not only to government-financed programs like Medicare, it is vital

40 AHLA Connections July 2015

to ensuring that the entire country can continue to have affordable access to quality care. The most significant factor currently affecting community health in the United States is the threat to access and quality from the unsustainable growth in our health care spending.39 That threat affects health care funded by all payers. The Affordable Care Act responds to the concern about the profound effects on community health and on the broader economy, including through establishment of the MSSP. There is a sound basis for the IRS to recognize that participation in all ACOs promotes health for the benefit of the community as a whole by addressing the economic vulner-abilities that threaten affordable access and quality care.

The IRS has long taken the position that hospitals do not further a charitable purpose when they contract with payers on behalf of private physicians. The change from the fee-for-service payment model to a value-based payment model, however, means that the assumptions underlying this old posi-tion are no longer applicable. Contracting between an ACO and payers is not just about securing payment for services. Putting all ACO participants into a coordinated value-based payment arrangement is a specific strategic response to the fundamental economic problems that threaten health care quality and access. The contracts are what align the incentives of the private doctors with those of the tax-exempt hospital and what require all providers to take into account data and apply care protocols that keep patients healthier at a lower cost. Moreover, this approach to contracting forces a link between compensation and quality and shrinks the opportunity for windfalls or other substantial private benefits that were present when fees grew with the volume of services, regardless of the quality of the services provided. The published IRS guidance that is available was developed in the old fee-for-service world before there was access to the kind of data analytics that allow for robust monitoring of quality metrics and compliance with evidence-based care protocols.

It should also be possible to share control over an ACO structured as a joint venture with private physicians while still furthering charitable purposes and generating no more

than incidental private benefit. The natural tensions between the providers and the payers with whom they are contracting through the ACO, and the need for cooperation and coordina-tion of care that is fundamental to an ACO should ensure that the ACO furthers exclusively charitable purposes and does not provide more than incidental benefits to private parties. Although economic contributions and distributions need to be proportionate, and payments for services from the ACO to participants need to be at fair market value, that analysis should take into account the value to the community from anticipated improvements to population health.40 Further protection can be achieved through charitable override provi-sions in the governing documents that require charitable purposes to trump maximization of profit, initiation rights for the tax-exempt participant tied to furthering charitable purposes, and a reasonable exit provision tied to exemption and UBIT risks.

The essence of an ACO is serving a population of thou-sands of individuals in a given geographic area, in other words, a community. The distinction the IRS has historically made between services for hospital patients and services for individuals who are not otherwise the hospital’s patients was based on the idea that a hospital promotes health by delivering clinical services. This distinction no longer makes sense once it is recognized that coordination among providers does a better job in maintaining and improving community health, thereby reducing the need for health care services. The Affordable Care Act confirms that the basis for tax emption goes beyond delivery of clinical care when it requires tax-exempt hospitals to perform a community health needs assessment every three years that takes account of the significant health needs of the community, not just the hospital’s patients, and identifies ways to address them.41 Data analytics technology has made it possible to identify ways in which providers can intervene proactively to keep members of the community who do not yet have a patient relationship with a hospital from becoming hospital patients. That population health services and devel-opment of payer contracts are services performed in offices with computers rather than in clinical settings with health care professionals does not change the direct connection they have to health outcomes. They are distinguishable from the management and administrative services that the IRS has long held to be unrelated to furthering exempt purposes when performed for unrelated physicians and hospitals in that popu-lation health management has a direct impact on the health of the community. The IRS acknowledged the connection to quality and cost when it ruled that a RHIO’s information technology based activity lessens the burdens of government because it promotes quality and lowers costs for the Medicare program.

The state of our country’s health care system means that promoting health for the community as a whole depends on ensuring quality and access to care while lowering cost, regardless of whether a government or private payer is involved. ACOs allow providers to deploy resources efficiently and to monitor and promote quality of physician and hospital performance to protect the well-being of the patients and

There is a sound basis for the IRS to recognize that participation in all ACOs promotes health for the benefit of the community as a whole by addressing the economic vulnerabilities that threaten affordable access and quality care.

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avoid unnecessary costs and services. This is why participation by tax-exempt hospitals in an ACO, whether MSSP or non-MSSP, should be recognized as furthering exempt purposes by promoting the health of the community and resulting in no more than incidental private benefit to the private physicians and payers who participate in, or contract with, the ACO.

About the Authors

Catherine E. Livingston (clivingston@jonesday.com) is a partner in the Washington, DC, office of Jones Day. Ms. Livingston is former IRS Health Care Counsel and a leading authority on the Affordable Care Act. Cathy also practices in the area of tax-exempt

organizations. She advises nonprofits on the tax implications of their transactions and assists them in IRS audits, ruling requests, and exemption applications. Cathy is a Fellow of the American College of Tax Counsel. She speaks and writes regularly on the tax aspects of the Affordable Care Act and developments in the law of tax-exempt organizations.

Gerald M. Griffith (ggriffith@jonesday.com) is a partner in the Chicago, IL, office of Jones Day. Mr. Griffith represents a variety of health care providers in tax, compliance, and transactional matters. He is a Fellow and Past President of AHLA, a Fellow and Past Chair of

the Health Care Law Section of the State Bar of Michigan, a director of the Illinois Association of Healthcare Attorneys, and a frequent speaker and author on a variety of health care legal and tax topics.

The contents of this article are intended for general information purposes only, should not be construed as legal advice on any individual matter or circumstance. and may not be quoted or referred to in any other presentation, publication or proceeding without the prior written consent of Jones Day, which may be given or withheld at Jones Day’s discretion. The distribution or receipt of this article is not intended to create, and does not constitute, an attorney-client relationship. The views set forth herein are the personal views of the authors and do not neces-sarily reflect those of Jones Day or its clients.

Endnotes1 In 2010, there were 41 ACOs in place. By the end of 2014, that number

increased to over 700, including 405 MSSP ACOs, 19 Pioneer ACOs and over 300 commercial ACOs in place. ACOs Moving Ahead, The CMS Blog (Dec. 22, 2014), available at http://blog.cms.gov/2014/12/22/acos-moving-ahead/; D. Muhlestein, Overview of the ACO Landscape, Examining Health Care Competition Workshop, p. 2 (Feb. 24-25, 2015), available at www.justice.gov/atr/public/workshops/healthcare/2015/02/presentations/muhlestein.pdf.

2 All section references are references to the Internal Revenue Code of 1986, as amended (Code).

3 See Notice 2011-20, 2011-16 I.R.B. 652; IRS Fact Sheet 2011-11.4 See Fact Sheet 2011-11, Q. 12.5 Rev. Rul. 69-545, modifying Rev. Rul. 58-185, 1956-1 C.B. 202; Rev. Rul.

83-157, 1983-1 C.B. 94.6 See Code § 501(r)(4); Treas. Reg. 1.501(r)-4(b)(2).

7 Rev. Rul. 85-109, 1985-2 CB. 165; Rev. Rul. 85-110 1985-2 C.B. 166; Rev. Rul. 68-376, 1968-2 C.B. 246.

8 Rev. Rul. 81-276, 1981-2 C.B. 128.9 Rev. Rul. 77-69, 1977-1 C.B. 143.10 Rev. Rul. 76-455; PLR 201250025 (Dec. 14, 2012).11 Cf. B.S.W. Group, Inc. v. Commissioner, 70 T.C. 352 (1978); Christian

Stewardship Assistance, Inc. v. Commissioner, 70 T.C. 1037 (1978) Rev. Rul. 78-41, 1978-1 C.B. 148; PLR 9844032 (Oct. 10, 1998); PLR 200215058 (Apr. 12, 2002); Darling and Friedlander, IRS Continuing Professional Education Text for FY1997, Ch. J, Virtual Mergers.

12 Code §§ 513(e), 501(e)(1)(A).13 Code § 501(m).14 Federation Pharmacy Servs. v. Commissioner, 625 F.2d 804 (8th Cir. 1980).15 See GCM 37789 (Dec. 18, 1978); GCM 39762 (Feb. 23, 1988); GCM 39862

(Nov. 21, 1991).

16 See GCM 37789; GCM 39762; GCM 39862.17 See, e.g., Lorain Ave. Clinic v. Commissioner, 31 T.C. 141 (1958); University

of Mass. Med. Sch. Grp. Practice v. Commissioner, 74 T.C. 1299 (1980); acq., AOD 1980-176, 1980-2 C.B. 2.

18 Rev. Rul. 98-15, 1998-1 C.B. 718; Rev. Rul. 2004-51, 2004-22 I.R.B. 974; St. David’s Health Care Sys. v. United States, 349 F.3d 232, 236-37 (5th Cir. 2003); Redlands Surgical Servs., 113 T.C. 47, 92-93 (1999), aff’d per curiam 242 F.3d 904 (9th Cir. 2001).

19 See Haswell v. United States, 500 F.2d 1133 (Ct. Cl. 1974), cert. den., 419 U.S. 1107 (1975) (16.6% to 20.5% was substantial); Seasongood v. Commissioner, 227 F.2d 907 (6th Cir. 1955) (5% was not substantial); HMO audit guidelines, Internal Revenue Manual Ch. 27, [7.8.1] 27.10.1 (05-25-1999) (less than 15% not substantial), withdrawn in Notice 2003-31, 2003-21 I.R.B. 948.

20 Code §§ 103, 141 & 145. 21 Rev. Proc. 97-13, 1997-1 C.B. 632, amended by, Rev. Proc. 2001-39,

2001-2 C.B. 38 and Notice 2014-67, 2014-46 I.R.B. 822.22 See Treas. Reg. § 1.141-3(b)(2)-(4); Rev. Proc. 97-13, § 2.01 (examples of

private use). 23 Notice 2011-20.24 Fact Sheet 2011-11, Q. 9, 18, 19 & 21.25 Those ten ACOs and the year of their exemption determination are:

Methodist Patient Centered ACO (2014); North Country ACO (2013); Texoma ACO, LLC (2014); Morehouse Choice Accountable Care Organization and Education System (2014); UW Health ACO, Inc. (2014); HHC ACO Inc., an Accountable Care Organization (2014); St. Luke’s Clinic Coordinated Care, Ltd. (2014); Hartford Healthcare Accountable Care Organization, Inc. (2015); Accountable Physicians of North Mississippi, Inc. (2015); and Mercy ACO Clinical Services, Inc. (2015).

26 Fact Sheet 2011-11 at Q. 11-15.27 Notice 2014-67, supra.28 Rev. Rul. 77-69, 1977-1 C.B. 143.29 Rev. Rul. 81-276, 1981-2 C.B. 128.30 Rev. Rul. 81-29, 1981-1 C.B. 329.31 Compare PLR 201436050 (Apr. 30, 2014) (denial of exemption to commu-

nity health improvement organization formed by an insurer, an associa-tion and a medical research organization), with PLR 201424025 (Mar. 18, 2014) (favorable ruling on exemption and UBI issues related to a funding agreement between a health system parent and an unrelated nonprofit commercial health plan which was the system’s largest non-governmental payer).

32 PLR 201250025.33 See PLR 201436050, supra.34 Notice 2011-20.35 Rev. Rul. 86-98, 1986-2 C.B. 74.36 Kaiser and Sullivan, IRS Continuing Professional Education Text, FY1996,

Ch. P, Integrated Delivery Systems and Health Care Update; GCM 39732.37 PLR 201145025 (Aug. 18, 2011).38 Rev. Rul. 2004-51, supra.39 See, e.g., L. Bernstein, Once Again, U.S. Has Most Expensive, Least

Effective Health Care System in Survey, The Wash. PosT (June 16, 2014), available at www.washingtonpost.com/news/to-your-health/wp/2014/06/16/once-again-u-s-has-most-expensive-least-effective-health-care-system-in-survey/.

40 We posit that avoided costs, e.g., reduced need for hospitalization and declining work/school days lost to illness, have value that goes beyond the distribution of any shared savings from third-party payment programs.

41 See Code § 501(r)(3).

Additional Listings: May be found in our National Job Bank. Go to: www.healthlawyers.org/jobbank. Deadlines: Space reservations, copy, and payment are due on the 5th of the month prior to publishing. Copy for classifieds and contact information should be emailed in basic text format to hlclassifieds@networkmediapartners.com. Payment information should also be included in the email. For a copy of our media kit or for information about Display, Classified, and Online advertising, contact: Evan Zippert, Network Media Partners, Phone: (410) 584-1992, Fax: (410) 584-1998, Email: healthlawyers@networkmediapartners.com.

42 AHLA Connections July 2015 healthlawyers.org 42

Additional Listings: May be found in our National Job Bank. Go to: www.healthlawyers.org/jobbank. Deadlines: Space reservations, copy, and payment are due on the 5th of the month prior to publishing. Copy for classifieds and contact information should be emailed in basic text format to hlclassifieds@networkmediapartners.com. Payment information should also be included in the email. For a copy of our media kit or for information about Display, Classified, and Online advertising, contact: Evan Zippert, Network Media Partners, Phone: (410) 584-1992, Fax: (410) 584-1998, Email: healthlawyers@networkmediapartners.com.

CaliforniaFresno, CA: General Counsel, Saint Agnes Medical Center. Saint Agnes Medical Center (“Saint Agnes” or “SAMC”) has retained Major Lindsey & Africa (“MLA”) on an exclusive basis to conduct a search for a General Counsel, to be located at its Fresno, CA Medical Center. Saint Agnes is an equal opportunity employer. Please do not contact Saint Agnes directly; all resumes sent to Saint Agnes will be routed to MLA for handling, and will create delays. The General Counsel will provide advice and counsel on a broad range of health law issues, focusing on corporate governance, medical staff credentialing, tax, physician contracts, billing and reimburse-ment, employment, health care regulatory compliance, general corporate health care law, long term care, health networks, joint venture relationships and acquisitions/divestitures. This position will interface regularly with senior management and key administrators, and will counsel the Board of Trustees. To apply for this position, please visit the AHLA Career Center at www.healthlawyers.org. On the top navigation bar, click on “Find a Resource,” then select “Career Center.”

Pasadena, CA: Senior Counsel –Physician Integration, Dignity Health. Dignity Health is now recruiting for Senior Counsel–Physician Integration, located in Southern or Northern California. The Dignity Health Legal Department is responsible for the provision of legal services to, and for the management of, the legal affairs of Dignity Health and its medical foundations, clinics, hospitals, subsidiaries, and affiliated businesses. The Senior Counsel–Physician Integration serves as a member of the Legal Department; is a team member & integral part of the Physician Integration Group (the functional divi-sion of the Legal Department that primarily supports Dignity Health’s Physician Integration team at the corporate, service area & hospital levels); reports

to, and performs services under, the direction and supervision of the Vice President & Associate General Counsel–Physician Integration, or his/her delegate. To apply for this position, please visit the AHLA Career Center at www.healthlawyers.org. On the top navigation bar, click on “Find a Resource,” then select “Career Center.” Email: jean.conner@dignityhealth.org.

Sacramento, CA: Senior Counsel–Physician Integration, Dignity Health. Refer to listing under Pasadena, CA for full description.

San Diego, CA: Director, Corporate Compliance; University of California San Diego. The Health Sciences Compliance Department is expanding our Compliance team and seeking a Director, Corporate Compliance. This position reports into the Chief Compliance / Privacy Officer (CCPO) of the UC San Diego Health Sciences. The Corporate Compliance Director will be responsible to the CCPO for assuring that the key elements of an effective compliance program and an effective privacy program are in place and operationalized as it relates to the Corporate Compliance Unit (e.g. policies, education, risk assessments, profiling, work plan, monitoring, reporting and corrective/remedial actions and daily operations). The Director serves as a resource for focused compliance programs, such as the Medical Center’s Clinical Laboratory Compliance Program and the Health Science Research Compliance Program. REQUIRED QUALIFICATIONS: Bachelor’s degree (advanced degree or medical background preferred), and a minimum of 7 years’ experience in a health care compliance program. To apply, visit: http://apptrkr.com/201522852.

San Diego, CA: Director, Research Compliance; University of California San Diego. The Health Sciences Compliance Department is seeking a Director, Research Compliance.

This position reports into the Chief Compliance/Privacy Officer (CCPO) of the UC San Diego Health Sciences. The Research Compliance (RC) Director is responsible for designing, developing, imple-menting, and overseeing the research compliance processes (which include the develop-ment of policy, identification and assessment of areas of research compliance risk, provision and implementation of recommen-dations to ensure appropriate corrective actions, development of training materials related to research compliance for staff education). REQUIRED QUALIFICATIONS: Bachelor’s degree (advanced degree preferred) and a minimum of 8 years of progressively respon-sible experience with regulatory compliance issues related to research, or Juris Doctor and a minimum of 6 years of progres-sively responsible experience with regulatory compliance issues related to human subject research. To apply, visit: http://apptrkr.com/201522854.

San Francisco, CA: Senior Counsel–Physician Integration, Dignity Health. Refer to listing under Pasadena, CA, for full description.

San Francisco, CA: Counsel–Clinical Research, Sutter Health. This Counsel position assists the Deputy General Counsel, General Counsel, other more senior attorneys, and members of Sutter Health and Affiliate management by providing legal advice and counsel on a range of topics within his or her general practice area. Counsel is a member of the Legal Services Division in the Office of the General Counsel. Will perform a wide variety of legal services including reviewing, preparing and negotiating clinical trial agreements between Sutter-affiliated Research Institutes and sponsors of clinical research, preparing research physi-cian investigator agreements, and preparing professional services agreements and other research related agreements. The Counsel will identify new

or emerging areas of risk, perform legal research and manage or provide support on specific legal projects related to biomedical research opera-tions. The Counsel will have subject matter expertise in laws affecting biomedical research operations, vendor and physi-cian contracting, and general health care law. Apply online at: http://employment.sutterhealth.org/?job=SHSO 1510686.

Woodland Hills, CA: Legal Counsel Sr., Associate General Counsel, or Associate General Counsel Sr.–104079; Anthem. Internal IT Auditor. Primary duties may include, but are not limited to: Applies knowledge of auditing theory to develop audit practices under minimal super-vision; Assumes full responsi-bility as auditor -in- charge for the administration of a team of audi-tors; Participates in the sched-uling, preparing, performing and reporting functions of assigned audits; Plans and performs audits to review existing systems and systems under develop-ment for adequate controls; Performs post- installation audits of new systems; May assist in the development of computer applications, by testing and reviewing controls and termi-nology; Prepares written reports on audits, including excep-tions found and management’s corrective action. Qualifications: Requires a BS/BA in related field; 6 years related experience; At least 1 professional desig-nation required (2 preferred). Anthem, Inc. is ranked as one of America’s Most Admired Companies among health insurers by Fortune magazine, and is a 2015 Diversity Inc. magazine Top 50 Company for Diversity. To learn more about our company and to apply, please visit us at www.anthe-minc.com/careers. EOE. M/F/Disability/Veteran.

ColoradoDenver, CO: Health Care Attorney, Healthcare Partners Medical Group. As part of our continued growth, we are currently seeking a Health Care Attorney to join

healthlawyers.org 43

our legal team. Position will work closely with other health care attorneys, as well as busi-ness and operation teams, on matters requiring legal guidance on health care; regulatory laws, fraud and abuse/compliance matters, and appropriate deal and arrangement structures. Qualified Candidates will have a Juris Doctor Degree from an accredited college or university, with a minimum of six years of true health law experience; will be well versed in health care regulatory and fraud and abuse laws impacting health care providers; and will want to work in a fast -paced, collegial team environment. Company offers competitive compensation and excellent benefits package. For immediate consideration, please visit our company website at www.healthcarepartners.com.

ConnecticutHartford, CT: Counsel, Aetna. Position Summary: This candidate will be part of a team providing legal support in the Northeast Region. The successful candidate will have responsibility for client and regulatory relations for areas supported. Background/Experience desired: Critical thinking (Mastery); Creating Accountability (Mastery); Demonstrating Business and Industry Acumen (Mastery); Creative Problem Solving. Desired Skills: Engaging and Developing People (Mastery); Maximizing Health Care Quality (Mastery); Negotiating Collaboratively (Mastery). Education: The highest level of education desired for candi-dates in this position is a JD. To apply for this position, please visit the AHLA Career Center at www.healthlawyers.org. On the top navigation bar, click on “Find a Resource,” then select “Career Center.”

District of ColumbiaWashington, DC: Associate–Health Care Information Technology, Intellectual Property & Technology; Bass Barry & Sims. Refer to listing under Nashville, TN for full description

Washington, DC: Health Care Transactional Attorney, Norton Rose Fulbright US LLP. Refer to listing under Dallas, TX for full description.

Washington, DC: Associate, Ober Kaler Grimes & Shriver. Refer to listing under Baltimore, MD for full description.

FloridaClearwater, FL: Legal Services, BayCare Health System. We currently have a career opportu-nity available for a Staff Attorney to be responsible for managing the intake, tracking, and coordination of all operational and physician contracts for the health system; Reviewing and revising all contracts within the health system; Analyzing and incorporating comments from internal subject matter experts, in -house counsel, and outside counsel; Managing all contracts in the contract database; Ensuring proper compliance and review in accordance with the health system’s Contract Management and Signing Policies and Procedures; Developing standard templates for key operational and physi-cian contracts. Requirements include: Juris Doctor and Florida Bar license; Superior legal research capabilities. Strong academic credentials and drafting/writing skills also required. Two years of Paralegal, Contract Management, Health Care, Corp/Transactional Law, or related field preferred. For more details, and to apply online, visit www.BayCarejobs.com. (Position #151990). EOE M/F/Vet/Disability.

Florida: Criminal Attorney, Frier & Levitt LLC. Frier Levitt is a national health care firm seeking to open a Florida office. Specifically seeking a Florida -based attorney with 10+ years of criminal defense experience in white collar matters, including a background in federal and state health care fraud. We have an active caseload that requires a well -trained, experienced, and motivated self -starter. Profit sharing and substantial upside opportunities available. Please submit resume to esummerlyn@frierlevitt.com.

Fort Myers, FL: Associate General Counsel, Hall Render Killian Heath & Lyman. With over 170 health law attorneys, Hall Render provides health systems, hospitals, physician groups and other health care organiza-tions with legal and strategic

counsel on all aspects of health care, business and operational matters. With our experience and depth, we routinely have opportunities to recruit and place attorneys at health care entities for their in-house legal needs. We have an opportunity to place an Associate General Counsel on site at a premier health care organization in Fort Myers, FL. The position’s duties will include advising on day-to-day health care legal work, transactions, contracts and general regulatory and compliance matters. Candidates must have four to seven years’ corporate health care experi-ence, including transactional experience. A Florida license is required. Employment for this full-time position is with Hall Render. Interested applicants should apply online at www.hall-render.com/careers. Keyword Search: Associate. Hall Render Killian Heath & Lyman is an equal opportunity employer. No phone calls please.

Miami, FL: Health Care Litigation Associate, Broad and Cassel. Broad and Cassel’s Miami office is searching for a Health Care Litigation Associate, with a minimum of four years’ experience. Experience representing providers in peer review and other operational matters is highly preferred. Excellent opportunity to join a growing and fast paced team. Competitive compensation and benefits package avail-able. To pursue your interest in confidence, please submit your resume on our website, www.broadandcassel.com.

Tampa, FL: Privacy Manager, HealthPlan Services. The Privacy Manager is respon-sible for working with high risk privacy issues, including investigating and managing privacy and security incidents, supporting the management of breaches, responding to privacy complaints, analyzing privacy risks, and interacting with various businesses areas across the Company to ensure compliance with relevant federal and state privacy regulations. In addition, this position will support the review of Business Associate Agreements, coor-dinate privacy activities, assist with the administration of the privacy awareness program,

maintain the Company’s Privacy intranet sites, as well as participate and support many other Privacy Office initiatives and activities. To apply for this position, please visit the AHLA Career Center at www.healthlawyers.org. On the top navigation bar, click on “Find a Resource,” then select “Career Center.”

IllinoisChicago, IL: Life Sciences/FDA Regulatory Associate, Epstein Becker & Green PC. The Chicago office of Epstein Becker & Green PC is seeking an attorney to work at the level of a fourth to sixth year associate to join its Health Care and Life Sciences Practice. Candidates should possess strong academic credentials, and have excellent oral and written communication skills. Candidates should possess expertise in those aspects of health regulatory law applicable to the life science industry, including FDA regulatory matters, fraud and abuse, advertising and promotion, and clinical research. Experience negotiating commercial agreements is preferred, but not required. Juris Doctorate degree required. All interested applicants should send their cover letter, resume, and writing sample to Amy Simmons, Director of Legal Recruitment & Professional Development, at asimmons@ebglaw.com or via fax at (202) 296-2882. Please reference HEALTH ASSOCIATE in your cover letter. Epstein Becker Green is an equal opportunity employer.

Oak Brook, IL: Legal Council, Joint Commission Resources. The Legal Counsel is respon-sible for general legal support to The Joint Commission and its affiliates, the primary focus of which will be with its health care accreditation-related consulting, education and publications departments at Joint Commission Resources (JCR), and certain enterprise --wide functions. The Legal Counsel supports the Associate General Counsel’s fulfillment of responsibilities to the Joint Commission Enterprise, and works as a team with other attorneys. Requirements: Bachelor’s degree and Juris

44 AHLA Connections July 2015

Doctor from an accredited law school; Current attorney license required at time of hire, which must be maintained; Three to five years of corporate/transac-tional legal experience required; Contract drafting, counseling and negotiating experience, including customer agreements, master services agreements, subcontracts, independent contractor agreements, requests for proposals, confidentiality and teaming agreements; Strong preference for health law experience relevant to quality and safety issues, including familiarity or experience with business associate agreements in accordance with HIPAA and HITECH regulations. To apply for this position, please visit the AHLA Career Center at www.healthlawyers.org. On the top navigation bar, click on “Find a Resource,” then select “Career Center.”

Springfield, IL: Division VP Legal Affairs, Physician Enterprise, HSHS Associate General Counsel; HSHS Medical Group. HSHS Medical Group is seeking an attorney with a minimum of three years of practice experi-ence to join the HSHS Office of the General Counsel as the Division VP Legal Affairs Physician Enterprise HSHS Associate General Counsel (“AGC”). The AGC will report to the HSHS General Counsel, with matrix reporting to the HSHS Medical Group CEO. The AGC will provide overall leadership for the HSHS Medical Group Division of the HSHS Office of General Counsel. The AGC will serve as a member of the HSHS Medical Group leadership team. To apply for this position, please visit the AHLA Career Center at www.healthlawyers.org. On the top navigation bar, click on “Find a Resource,” then select “Career Center.”

IndianaIndianapolis, IN: Health Care Associate, Faegre Baker Daniels. Faegre Baker Daniels LLP seeks a partnership- track associate to join our firm in the 96th Street Indianapolis office. Faegre Baker Daniels is an Am Law 100 firm, with offices located throughout the US, Europe, and China. Preferred candidates will have two to four years of health care

transactional and regulatory experience. Candidates must also have excellent academic credentials and have strong written and oral communica-tions skills. This position offers competitive compensation and unlimited potential for profes-sional growth. Please e mail a cover letter, resume, law school transcript, and writing sample to Stephanie Amsler, Legal & Consulting Recruiting Specialist. Contact Information: Stephanie Amsler, Faegre Baker Daniels, 2200 Wells Fargo Center, 90 South 7th Street, Minneapolis, MN 55402. Email: stephanie.amsler@faegrebd.com. Phone: (612) 766- 7296.

KentuckyLouisville, KY: Corporate Counsel–Research, Catholic Health Initiatives. Catholic Health Initiatives, one of the largest Catholic health care systems in the United States, is seeking a Corporate Counsel to implement a continuing program of legal services, including legal and strategic advice and counsel, in the following specialty area: Research. To apply, please visit http://catholichealthinit.org/find- a-job. Search job number 2015 R0000597.

MarylandBaltimore, MD: Health Care Attorney, Gallagher Evelius & Jones LLP. Mid-size Baltimore firm with collegial culture seeks an experienced health care attorney to join its health care practice. Candidates with between six and twenty years of experience in health care law are encouraged to apply. Excellent academics required. Health care clients include health systems, hospitals, nursing homes, and other providers. The firm’s vibrant health care practice is broad-based, including a mix of regulatory (Anti-Kickback, fraud and abuse, Stark, Medicare reimbursement, etc.) and trans-actions (physician contracting, joint ventures, etc.). Also includes legal issues related to medical research. This is a unique opportunity to work with terrific colleagues. Reasonable billable hour expectations. Pro bono and community service activities are encouraged. Firm offers competitive compen-sation, outstanding culture, excellent benefits, long term

stability, and a proven history of promoting associates to partner. Firm had no layoffs during economic downturn. Please submit your cover letter, resume and law school transcript, in confidence, to Annette Amato at amato@amatolegalsearch.com.

Baltimore, MD: Senior Counsel, MedStar Health. As Senior Counsel for MedStar Health, the successful candidate will act as counsel and advisor, responsible for identifying, addressing and managing legal needs in support of Corporate Governance, Corporate Transactions, Financings and Corporate Functions. Requirements include: A Juris Doctorate from an accredited law school, a minimum of seven years of experience in health law, corpo-rate law, transactional experi-ence and other related areas, including five years in a law firm and/or government agency, and membership in good standing with a state bar. Join some of the best and brightest in their fields, as you help support one of the most innovative and dependable health care systems in the country. To learn more and apply online, visit www.medstarjobs.org/baltimore. EOE

Baltimore, MD: Associate, Ober Kaler Grimes & Shriver. Ober|Kaler is looking for a senior associate with experience in handling health care fraud and abuse and compliance matters. Ideal candidate will have more than five years of health law experience. Must have a solid working knowledge of the fraud and abuse laws, including Stark, Anti-Kickback and the Federal False Claims Act. Also must have knowledge of, and experi-ence with, general health care regulations and government guidance. Excellent analytical and writing skills and a willing-ness to take on client respon-sibilities required. This position may be based in our Baltimore or DC office. Please send cover letter and resume to legalre-cruiting@ober.com.

Baltimore, MD: Associate General Counsel, Sinai Hospital of Baltimore. Part of LifeBridge Health, Sinai Hospital of Baltimore features state -of- the- art facilities and renowned Centers of Excellence, some with national and international

acclaim. As the largest commu-nity hospital and the third largest teaching hospital in Maryland, Sinai Hospitals’ mission is to provide quality patient care, educate medical students and residents, and engage in research to improve the lives of people all over the world. Sinai Hospital is a smoke -free work-place. The Associate General Counsel will be responsible for providing guidance, direction and assistance, in connec-tion with a wide variety of legal matters, to and on behalf of the Company and its subsidiaries, including a myriad of commer-cial agreements, as well as a broad range of health care regulatory matters. Coordinates the LifeBridge Integrity Program and activities related to the Health Insurance Portability and Accountability Act (HIPAA). Visit www.lifejobs.org to learn more and apply. M/F/PV/IWD Employer

Bethesda, MD: Manager/Coding & Payment Policy, American Occupational Therapy Association (AOTA). AOTA seeks Manager for Coding & Payment Policy to be responsible for the Association’s activities in coding and reimbursement, regulatory analysis and advo-cacy, and communication to members. Primarily responsible for providing leadership and analytical support related to public and/or private payment policies, particularly in relation to the Common Procedural Terminology (CPT©), as published by the American Medical Association (AMA), the AMA/ Relative Value Scale Update Committee (RUC) and activities of the Centers for Medicare and Medicaid Services (CMS). Requirements: BA/BS + three to five years of related experience. Advanced degree in law, health policy, public or health administration preferred, but not required. AOTA offers a comprehensive benefits package, and is one block from Bethesda Metro. Send resume & cover letter to jobs@aota.org; AOTA, HRJob/MCPP, 4720 Montgomery Lane, Bethesda, MD 20814; or fax to: (240) 762-5147. EOE

MassachusettsBoston, MA: Associate General Counsel, Fresenius Medical

healthlawyers.org 45

Care. Fresenius is the world’s leading provider of dialysis products and services. Also, Fresenius provides services in the urgent care, hospitalist, vascular care, laboratory and pharmacy areas. In this position, the attorney will oversee the Integrated Care Group, where Fresenius is making innovative strides to transform the renal industry. This person will work in a 40+ person law department group in Waltham, MA with the company’s senior execu-tives. The position requires knowledge across multiple health care perspectives in addition to creative thinking to develop collaborative business models between payers and providers. Minimum qualifica-tions: JD with strong academic record plus at least ten years in health care. Well versed in health care regulatory and fraud and abuse issues; Ability to think creatively, to respond to need for innovative and sound business models; Commitment to work in a collaborative, team --based environment. To apply for this position, please visit the AHLA Career Center at www.healthlawyers.org. On the top navigation bar, click on “Find a Resource,” then select “Career Center.”

Boston, MA: Assistant General Counsel, Fresenius Medical Care. Fresenius is the world’s leading provider of products and services for patients with chronic kidney failure. In this position, the attorney will be the primary lawyer for a geographic region of our business unit that provides dialysis care services. Scope of work will include drafting and negoti-ating commercial contracts, addressing patient care and regulatory issues, and working with other functional areas within the company, including operations, compliance and the medical office. Minimum qualifications: Licensed attorney, holding a JD with strong academic record from accredited law school; at least three years in health care law. Candidate should have basic understanding of health care regulatory framework, contract drafting and negotiation skills, ability to multi task. To apply for this position, please visit the AHLA Career Center at www.healthlawyers.org. On the top

navigation bar, click on “Find a Resource,” then select “Career Center.”

MinnesotaDuluth, MN: Assistant General Counsel–Employment & Labor (22668BR), Essentia Health. AGC is responsible for oversight and management of complex employment and labor legal and compliance matters and projects, including development and implementation of human resource programs, policies, practices and training to assure compliance with applicable laws, and advising operations leaders on the full range of employment and labor legal matters. Serves as principal counsel for Essentia Health’s Human Resources Department. To apply to this opportunity, please visit us online at www.essentiahealth.org. Essentia Health is an Equal Opportunity/Affirmative Action Employer. All qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, sexual identity, national origin, disability, or protected Veteran Status.

Minneapolis, MN: Health Care Associate, Faegre Baker Daniels. Faegre Baker Daniels LLP is recruiting a partnership- track associate to join our Minneapolis office. Faegre Baker Daniels is an Am Law 100 firm, with offices located throughout the US, Europe, and China. Preferred candidates will have at least two years of health care regulatory and transac-tional experience. Interest and experience in fraud and abuse and health information privacy expertise strongly preferred. Successful candidates will have excellent academic credentials, strong writing skills and profes-sional recommendations. Please e mail a cover letter, resume, law school transcript and writing sample to Stephanie Amsler, Legal & Consulting Recruiting Specialist, at Stephanie.Amsler@FaegreBD.com. Faegre Baker Daniels, 90 South 7th Street, Minneapolis, MN 55402. Phone: (612) 766- 7296.

NebraskaOmaha, NE: Health Care Attorney, Baird Holm LLP. Baird Holm

LLP in Omaha, Nebraska, is in search of an attorney with at least ten years of health law experience to join its nine-member Health Care practice team. Candidates should have broad experience with health care transactions, HIPAA, Medicare reimbursement, regulatory compliance and busi-ness planning. The successful candidate will be team- oriented, possess strong written and oral communication skills, and have a passion for client service and the drive to build new busi-ness for the Firm’s Health Care practice. Interested candidates should submit a cover letter and resume, in full confidence, to Lyndsay Lang, Baird Holm, Manager of Human Resources, at llang@bairdholm.com. No recruiters/agencies please.

New JerseyVineland, NJ: Vice President, Chief Compliance Officer/Chief Privacy Officer; Inspira. Inspira Health Network is seeking a Vice President, Chief Compliance Officer/Chief Privacy Officer. This position is responsible to ensure compli-ance with state and federal regulations for the entire Inspira Health Network and its internal and external customers; is also responsible for the develop-ment, implementation and management of the Corporate Compliance Program for Inspira Health Network. Graduate degree required (JD, MBA, MHA), multiple educational backgrounds are appropriate, such as health, legal, clinical, etc. Ten years of health care compliance experience. Experience as Chief Compliance Officer of an acute care hospital system preferred; Experience in Corporate Compliance Program Administration required. Strong management, analytical, conflict resolution and group facilita-tion skills required. Certification in Health Care Compliance required. Visit www.inspira-healthnetwork.jobs. EOE

New YorkNew York, NY: Labor and Employment Attorney, Confidential. Major health care system in New York metro-politan area seeks attorney with a minimum of five years’ experience in labor and employ-ment law. Candidates must

have substantial experience in collective bargaining and union arbitrations, as well as with EEO/human rights complaints, employment litigation, FLSA, ERISA, and other regulatory and employee benefits issues. As a member of an “in-house legal firm” of 30 attorneys, the successful candidate will be responsible for counseling management, supervising internal investigations, preparing position statements, labor arbitrations, and union contract negotiations. Strong writing skills required. Health care experience, including knowl-edge of physician disciplinary process, preferred. To apply for this position, please visit the AHLA Career Center at www.healthlawyers.org. On the top navigation bar, click on “Find a Resource,” then select “Career Center.”

New York, NY: General Counsel, VillageCare. We are seeking a General Counsel, who will be the top legal executive, managing all legal affairs for the Company, with the objective of protecting the organiza-tion’s interests, and providing assistance to executive staff and managers concerning how laws and regulations impact the organization. The General Counsel is responsible for over-seeing all legal work, including client and vendor contracts, leases, compliance, litigation. Requirements: Minimum of ten years’ corporate law experi-ence, preferably in a health care environment; Juris Doctorate; Familiarity with New York State and federal laws and regulations relating to long term health care, assisted living and managed care, including those affecting licensure, conditions of partici-pation in federal and state health care programs, information privacy and security laws, state Not -for- Profit Corporation law and state and federal rules and guidelines concerning chari-table organizations and their governance, and tax exemption; general contract, business and employment law principles. To apply for this position, please visit the AHLA Career Center at www.healthlawyers.org. On the top navigation bar, click on “Find a Resource,” then select “Career Center.”

46 AHLA Connections July 2015

New York, NY: Assistant University Counsel I, Weill Cornell Medical College. Weill Cornell Medical College (“WCMC”) seeks an individual to provide legal services to WCMC, primarily with respect to contracts and business transactions involving health care and biomedical research. Ensure that WCMC complies with applicable laws and its legal interest is protected. Minimum Requirements: Admission to the New York State Bar; JD from an accredited law school with a record of strong academic performance; At least five years of relevant training and experi-ence at a top law firm, govern-mental agency or company. Skill and Abilities: Record of stellar academic credentials; Ability to provide legal advice, develop creative solutions, and exercise good business judgment; Superb communica-tion and writing skills. Please use our on line application system at: http://weill.cornell.edu/hr/. Please refer to Job Number 27746. Weill Cornell Medical College is an employer and educator recognized for valuing AA/EOE/M/F/Protected Veterans, and Individuals with Disabilities.

North CarolinaGreensboro, NC: Associate Counsel, Cone Health. Cone Health is seeking a candidate with at least five years’ experi-ence practicing regulatory and transactional health law within a law firm health care prac-tice or as in-house counsel. This position will report to the VP and General Counsel, and will provide support for a broad range of legal needs, with a primary emphasis on contracting and health care transactions. Representative matters may include physi-cian employment agreements, development of provider joint ventures, medical staff issues, and HIPAA/patient privacy. In addition to general busi-ness and contract law, the position requires grounding in key regulatory areas appli-cable to a non-profit provider network, including Stark and Anti-Kickback, IRS/tax-exempt guidelines, HIPAA, peer-review and related professional issues, and managed care/accountable care. Please submit resume

and any salary requirements in confidence to grace.moffitt@conehealth.com. Minimum qual-ifications: Completion of Juris Doctor from an ABA-accredited law school, and admission to practice law in North Carolina; relevant health law experience.

North Carolina: Health Sciences Employment Attorney, East Carolina University. Vacancy #: 900033. Salary Range: Commensurate with Qualifications. Closing Date: Open Until Filled Under the direction of the University Counsel (“UC”), the primary responsibility of the Associate University Attorney for Health Sciences Employment (“AUA”) is to provide direct assistance to the Vice Chancellor for Health Sciences and the colleges, schools and other units within the Division regarding legal matters. This position will focus on employment, academic, and student issues. Another attorney provides legal advice for trans-actions and related compliance matters in the Division. The attorneys in each of the two positions will be expected to work together closely, providing supplemental support for, and remaining familiar with, the practice of the other. EOE. To apply for this position, please visit the AHLA Career Center at www.healthlawyers.org. On the top navigation bar, click on “Find a Resource,” then select “Career Center.”

OhioColumbus, OH: Assistant General Counsel, OhioHealth. The Office of the General Counsel of OhioHealth Corporation, is seeking candidates for an open position of Assistant General Counsel. The depart-ment is currently made up of nine lawyers, with responsibility for all aspects of legal work for the company. The lawyer filling this position will provide legal counsel on health care and corporate legal matters to OhioHealth Corporation and its affiliates, as an in-house lawyer and member of the Office of the General Counsel. This lawyer will work closely with OhioHealth business units, senior leader-ship and outside legal counsel, and will participate in one of four teams of attorneys and para-legals, reporting to one of the

current team leads. Required Qualifications: Undergraduate and Juris Doctor degrees from an ABA-approved law school with superior academic record; License or eligibility to obtain a license to practice in the State of Ohio; at least six years’ experi-ence in a law firm, governmental agency or large business. Apply online at www.lawyer.WorkAtOhioHealth.com.

Dayton, OH: Associate General Counsel, CareSource Management Group Co. CareSource seeks an attorney with at least eight years’ experience to advise its team on Medicare Advantage and related Medicare managed care products. This posi-tion involves researching and analyzing legal issues related to MA and Dual -Eligibles plans; providing legal advice to ensure compliance with Medicare/ Medicaid standards; monitoring legislation; drafting and negotiating contracts related to MA and Dual-Eligibles programs; assisting in the preparation of filings and reports required of CMS and regulators; establishing positive relationships with regulators and representing CareSource in regulatory proceedings; and providing counsel to senior leadership in connection with regulatory compliance issues. This position may also provide legal support for other product lines. Juris Doctorate degree; Current, unrestricted license to practice law. Ohio preferred but will consider other states; Advanced expertise in managed care; Top analytic, research and organizational skills; Excellent communications skills. To apply for this position, please visit the AHLA Career Center at www.healthlawyers.org. On the top navigation bar, click on “Find a Resource,” then select “Career Center.”

Toledo, OH: Senior Counsel, ProMedica. The Office of the General Counsel (OCG) at ProMedica seeks an experi-enced health care attorney to join its team. Candidate should have significant experience (three to five years or more) with health care regulatory (e.g., Stark/Anti-Kickback, HIPAA, managed care, etc.) and busi-ness matters. Candidate should also have strong academic

credentials and a law degree from an ABA accredited school of law. This position will provide legal counsel in delegated areas of responsibility to assigned health system clients. Job duties will include interpreting and monitoring health care related case law, statutes and regula-tions and reviewing, drafting and negotiating policies and proce-dures, contracts, and other legal documents. Candidate must be a strong team player who can work collaboratively with the OGC team and work in a fast --paced environment. Apply for this position online at www.ProMedica.org/Careers.

PennsylvaniaDanville, PA: In House Counsel General Corporate and Health Care Matters, Geisinger Health System. Geisinger Health System’s Legal Services Department (Danville, PA Office) seeks an attorney with experience in health care law, complex transactions and regulatory compliance. The successful candidate will report to the Associate Chief Legal Officer for General Counsel Services and the Chief Legal Officer. This position advises the Health System on a wide range of legal matters affecting the System’s medical centers, residency programs, physician practices and other clinical and support services opera-tions. Qualifications include a JD from an accredited law school; relevant experience; active membership, in good standing, in the Pennsylvania State Bar; ability to work in fast-paced, team environment, and a minimum of three years’ experience in relevant health care law, complex transactions and/or general corporate law. To apply, send your resume to labrown1@geisinger.edu, or visit Geisinger’s Career Page, at www.geisinger.org/careers, to submit an on-line application. Look for Job ID 22434.

Philadelphia, PA: Health Care Compliance Attorney, Hall Render. Hall Render Killian Heath & Lyman is the nation’s largest law firm focused exclu-sively on matters specific to health care organizations. Hall Render’s Philadelphia office is seeking a health care compli-ance attorney with at least seven

healthlawyers.org 47

years of experience. Candidates should have experience with federal false claims, Stark and/or Anti-Kickback regulatory frameworks, and working with self-disclosures and/or govern-ment investigations. Candidates must have an established client base to transition with them. Pennsylvania license is required, and a New York license preferred. Interested applicants should apply online at www.hallrender.com/careers. Hall Render Killian Heath & Lyman is an equal opportunity employer. No phone calls please.

TennesseeNashville, TN: VP, Associate General Counsel; AMSURG. AMSURG’s Ambulatory Services Division is seeking a well- qualified transactional attorney to join its legal team as Associate General Counsel, Ambulatory Services. The Ambulatory Services Division of AMSURG currently owns and operates approximately 248 ambulatory surgery centers located in 34 states. The Associate General Counsel will report directly to the General Counsel, Ambulatory Services, and will serve as lead trans-actional counsel on a wide array of mergers, acquisi-tions, divestitures and joint ventures. This position serves a significant role within AMSURG, and will interact with Senior Management on a daily basis. To apply for this position, please visit the AHLA Career Center at www.healthlawyers.org. On the top navigation bar, click on “Find a Resource,” then select “Career Center.”

Nashville, TN: Associate–Health Care Information Technology, Intellectual Property & Technology; Bass Barry & Sims. Bass Barry & Sims represents more than 200 public and private health care companies in a variety of industry sectors. Our Health Care Information Technology (HIT) Practice Group, in conjunction with our Intellectual Property & Technology Practice Group, provides business -oriented, practical solutions to legal issues that are faced by both health care IT vendors and health care providers. We are seeking an associate with two to five years of HIT

experience to join our Nashville or Washington, DC office. The position involves counseling clients on technology licensing and procurement, data security and privacy matters, and IP due diligence work in health care, HIT, EMR and revenue cycle management transactions. Candidates must have excellent analytical, written, verbal and interpersonal skills, as well as excellent academic creden-tials. For consideration, please submit resume and transcript to attorneyrecruiting@bassberry.com.

TexasAustin, TX: Chief Legal Counsel, CommUnityCare. CommUnityCare provides services at 25 locations in Travis County. Each year, our health centers provide approximately 300,000 medical and dental patient appointments. This number represents more than 80,000 individual patients. CommUnityCare provides outpatient primary health care, dental care, limited specialty care, lab, radiology, including mammography, a full service pharmacy, and behavioral health services. CommUnityCare is looking for the Chief Legal Officer who can advise and consult with organizational leadership on all legal matters; Draft, revise and negotiate a wide variety of complex contract documents; Research and review federal, state and local laws and regulations; Provide legal counsel and advice to the FQHC Board of Directors, and coordinate and oversee outside counsel representing the orga-nization. Education: Bachelor’s degree and Juris Doctorate degree from an accredited law school; License to practice law in the State of Texas; Ten years’ in- house counsel experi-ence, including health care industry experience. To apply for this position, please visit the AHLA Career Center at www.healthlawyers.org. On the top navigation bar, click on “Find a Resource,” then select “Career Center.”

Austin, TX: Health Care Associate, Husch Blackwell LLP. Husch Blackwell LLP has an immediate opening in its Austin office for a Health Care Associate, with two to four

years of experience. The ideal candidate will have experience with health care transactions, mergers and acquisitions, regulatory compliance and business planning. Prior law firm experience is strongly preferred. The firm is looking for individuals who enjoy working in a team environment, and are seeking opportunities for growth and the desire to work on a broad range of business transactions in the health care industry. The candidate must have a strong academic record, strong interpersonal skills, with the ability to work well with a team, superior judgment, the ability to effectively handle multiple proj-ects, and the ability to articulate legal strategies and courses of action. Candidates should have a Texas bar license, or commit to obtaining one. Qualified candidates should submit a cover letter and resume through our online application process at www.huschblackwell.com. EOE

Dallas, TX: Healthcare Transactional Attorney, Norton Rose Fullbright US LLP. The Dallas, Houston, and Washington, DC, offices of Norton Rose Fulbright US LLP, are seeking a one-to-three year experienced associate attorney (previous health industry experience and/or education is required) to join the Healthcare Transactional practice area. The ideal candidate should have excellent academic credentials, in addition to strong analytical, verbal and written communi-cation skills. The candidate should also be admitted to, and in good standing in, the Texas Bar, DC Bar or another State Bar. Experience: One-to-three years. Salary: Market. Contact: Meredith Godbold, Norton Rose Fulbright US LLP, 2200 Ross Avenue, Ste. 3600, Dallas, TX 75201. Phone: (214) 855-7470. Email: meredith.godbold@nortonrosefulbright.com. Dallas, TX: Healthcare Associate, Sihol Law. Silhol Law, a health care boutique law firm located in rapidly growing and dynamic Dallas, is looking for a three-to-five year health care associate to join its rapidly growing practice. Candidates should have experi-ence with Stark, Anti-Kickback, HIPAA, hospital operations, health care regulatory frame-works, and government

investigations. We offer excel-lent opportunities for practice development and profes-sional growth. Texas license is required. Interested applicants should send resumes or CVs to michael.silhol@lawsilhol.com. Silhol Law is an equal opportu-nity employer. No phone calls or recruiters/agencies please.

Edinburg, TX: Corporate Compliance and Privacy Officer, Doctors Hospital at Renaissance. This is a newly created position that will oversee all compliance and privacy issues for the rapidly growing Doctors Hospital at Renaissance. The Corporate Compliance and Privacy Officer will bring significant exposure in Health Law, and an unparal-leled expertise in compliance and privacy. The CCPO serves as a trusted resource for all relevant legal issues, relying on outstanding political acumen and communication skills, to gain support for decisions at all levels of the organization. The ideal candidate will thrive in a fast- paced organization, and will enjoy making timely and thorough decisions on highly complex issues. Requirements: Broad exposure to Health Law, with significant experi-ence in compliance, required; Compliance experience at the system level preferred; Experience in Privacy a plus; Experience with physician owned facilities is desirable. To apply, please email credentials to talent@besmith.com.

Houston, TX: Healthcare Transactional Attorney, Norton Rose Fulbright US LLP. Refer to listing under Dallas, TX, for full description.

San Antonio, TX: Health Attorney, USAA. USAA is currently seeking a talented Health Attorney for our San Antonio, TX, facility. Qualified appli-cants should ideally possess: five-to-eight years’ relevant legal experience with law firm, health plan, health insurance carrier, health care manufac-turer or regulator. Knowledge of Medicare and Medicare Supplement laws and regula-tions, including marketing, sales, enrollment and compliance. Knowledge of statutory and regulatory compliance issues as they relate to PPACA, Medicare,

48 AHLA Connections July 2015

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Medicare Supplement, and Major Medical Insurance. Five-to-eight years’ experience in regulatory and/or compliance matters relative to Medicare, Medicare Supplement, Major Medical Insurance, PPACA and/or HIPAA. Five-to-eight years’ experience providing legal support, to include contract review for necessary to manage critical third-party relationships (e.g. broker/agent, technology, distribution). Proven experience advising on federal and state health care law and regulations impacting USAA’s product lineup relative to its role as producer, broker/agent and distributor. Please visit https://

search.usaajobs.com/, Job Reference# 21154, to apply.

VirginiaReston, VA: Compliance Manager, Mirixa Corporation. Mirixa Corporation, located in Reston, VA, is looking for a seasoned compliance manager to coordinate companywide compliance with federal, state and local laws and regulations, with heavy emphasis on CMS regulations related to Part D prescription drug plans, as well as Fraud, Waste, and Abuse detection. The Compliance Manager will report directly to the Assistant General Counsel/

Privacy Officer, and will chair the Compliance Committee. To apply for this position, please visit the AHLA Career Center at www.healthlawyers.org. On the top navigation bar, click on “Find a Resource,” then select “Career Center.”

WisconsinMadison, WI: Health Care Attorney, UnityPoint Health. In -house position with Meriter --UnityPoint Health. UnityPoint Health is an integrated health care system with operations in Iowa, Illinois, and Wisconsin. Primary focus on Wisconsin hospital and physician matters. Wisconsin licensure required.

Prior experience of at least two years and preferably five years in general hospital and health care law with Stark, Anti-Kickback and tax exemption matters preferred. Office location in Madison, WI. Compensation, based on level and type of experience, and benefits package. Send resume in confidence to: Denny Drake VP, General Counsel & Compliance Officer, UnityPoint Health, 1776 West Lakes Parkway, Suite 400, West Des Moines, IA 50266-8239. Phone: (515) 241- 4655. Fax: (515) 241- 4656. E mail: Denny.Drake@unitypoint.org.

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AHLA’s Mentoring Program is moving to the AHLA Communities environment and we couldn’t be more excited.

AHLA’s Mentoring Program is transitioning to the AHLA Communities platform. Now you will be able to engage with all of your discussion lists, professional forums, and now the Mentoring Program, from the same location.

AHLA’s Mentoring Program is available as a benefit to all members. It fosters collegiality with colleagues from various substantive health law practice areas and a range of experience in health law. The relationships and comradery that develop by engaging with other AHLA members is a key reason why your AHLA membership is so valuable. If you are interested in becoming a Mentor, or want to find a Mentor, contact us at mentoring@healthlawyers.org and we will let you know when the new Mentoring Community goes live!

If you have already created a Mentoring profile and/or if you have already established a Mentor/Mentee match, you don’t need to do anything. All of your information is already in the new Mentoring Community. Of course, if you have any questions, please don’t hesitate to contact us at mentoring@healthlawyers.org.

For more information on all our upcoming programs, go to www.healthlawyers.org/programs

Upcoming In-Person Programs

Fraud and Compliance Forum September 27-29, 2015

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Tax Issues for Health Care OrganizationsOctober 7-9, 2015

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Institute for Health Plan CounselOctober 26-27, 2015

Chicago Marriott Downtown

Magnificent Mile, Chicago, IL

Fundamentals of Health LawNovember 15-17, 2015

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Physicians and Hospitals Law InstituteFebruary 8-10, 2016

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Austin, TX

Long Term Care and the LawFebruary 22-24, 2016

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Orlando, FL

Legal Issues Affecting Academic Medical Centers and Other Teaching Institutions March 14-15, 2016

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Washington, DC

Institute on Medicare and Medicaid Payment Issues April 13-15, 2016

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Baltimore, MD

Antitrust in Health CareMay 11-13, 2016

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Arlington, VA

Women’s Leadership Institute May 16, 2016

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Health Care Transactions

May 17-18, 2016

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In-House Counsel Program and Annual MeetingJune 26-29, 2016

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