Hospitals & Healthcare Systems
Hospitals and healthcare systems face extraordinarily complex business issues in their endeavour to maintain the quality of patient care and the effectiveness of a competent and satisfied staff, as state and federal funding becomes harder and more costly to collect.
Whether serving as outside general counsel, structuring a multi-state, multi-entity, multimillion-dollar transaction, or advising on a single complex issue, Jackson Walker’s Healthcare practice group has the experience, skills, and resources to provide hospitals and healthcare systems with the reliable legal advice they need to bring their vision to fruition.
Consolidations continue to dominate the healthcare industry with approximately 70% of U.S. hospitals now part of a healthcare system. Private hospitals and healthcare systems alike need experienced counsel to ensure transactional, operational, and regulatory undertakings are addressed competently, and issues are resolved swiftly in a way that supports high-quality, patient-focused services and overall business objectives–be it a profit or non-profit facility.
Transactional
Jackson Walker offers strategic planning regarding the formation of entities and integrated corporate healthcare systems, as well as keen insights that help these complex healthcare entities position themselves for present success and future ventures. We then ensure our clients develop the capital structures that allow them to implement those strategic initiatives and quickly respond to the constantly changing risks and regulatory requirements of the healthcare industry.
With highly-respected attorneys in our Corporate & Securities, Finance, and Tax practice groups working alongside our nationally-recognized Healthcare team, we have the requisite experience to represent hospitals and healthcare systems in transactions of all types, including acquisitions and sales of both nonprofit and for-profit single facilities, as well as entire systems. We regularly handle syndications, corporate restructurings, and joint ventures with physicians and other providers as well as independent facilities.
Our Healthcare team also works closely with our Real Estate practice group to provide guidance on all matters relating to the purchase, sale, lease, development, finance, use, and management of real property and the unique issues related to real estate healthcare assets.
Operational
Solid legal advice regarding hospital operations is necessary not only to ensure regulatory compliance, quality patient care, and successful business practices, but also to ensure board members, senior management, and highly compensated physicians have met their fiduciary obligations. Our attorneys work closely with hospital administrators to identify changes that should be made to bylaws, policies and procedures, and governing body structures to minimize liability to the hospital or healthcare system and its board of directors. The more creative and broad-minded the legal counsel team, the more effective they can be in helping governing boards navigate liability risks and fulfill their fiduciary obligations.
Many hospitals function as nonprofit entities. Our attorneys have a wealth of experience in preparing applications for Section 501(c)(3) status. We advise hospitals and other nonprofit healthcare clients on how to maintain their tax-exempt status and the risks presented by various transactions. We also offer counseling on private inurement, private benefit, unrelated business income, and other tax-exempt issues. We advise clients regarding corporate system reorganizations and prepare ruling requests to assure compliance. In addition, our attorneys regularly provide advice on State non-profit, ad valorem tax, and State indigent and charity care requirements.
Hospitals are particularly dependent on Medicare and Medicaid financing, and thus require attorneys who are well-versed in the negotiation and enforcement of managed care contracts, as well as the state and federal laws that govern insurance, managed care, and healthcare contracts to ensure timely reimbursement for services rendered.
Jackson Walker has developed a method for hospital systems to revise their internal documents to keep claims from being denied, thereby increasing hospital revenue. Our approach has increased the ratio of commercial payment in public hospitals and produced additional needed revenue to the hospital system, without increasing cost of care.
With experience representing managed care organizations, providers, plans, and a plethora of healthcare entities, Jackson Walker attorneys excel at seeing that the proper systems are in place for reimbursement claims to be paid promptly and in full.
Employment and staff-credentialing issues are of paramount importance to ensure quality care for hospital patients and reduced liability, particularly in this era of increasingly vigilant professional and institutional licensure and accreditation bodies. We offer counsel on all employment matters, from drafting employment agreements, to developing compliance plans, to administering pension and profit-sharing plans and other employee benefits. We represent administrators and board members in disputes involving disruptive physicians, and we work with hospital administrators on union issues where necessary. We also counsel hospital clients on the mandatory reporting required by federal and state data banks and the procedures and protocols necessary to remain compliant with HIPAA and HITECH.
Regulatory
As hospitals and healthcare systems seek to expand their services through joint ventures, mergers, and acquisitions, hospital financial managers must remain extra vigilant regarding concerns about fraud and abuse violations in institutions of increasing sizes and complexity. HIPAA and HITECH requirements are changing the way hospitals handle many of their policies and procedures, and reimbursements are becoming more elusive as regulations increase and funding decreases.
We represent hospitals and healthcare systems in all aspects of healthcare regulations, including federal regulations such as the Anti-Kickback Statute, Stark Law, False Claims Act, Civil Monetary Penalties Law, as well as state licensing, state anti-kickback, anti-referral, healthcare fraud laws, and laws regarding medical practice structure.
- Structured a hospital-physician joint venture to operate hospital outpatient department under arrangements.
- Served as outside general counsel or a nonprofit children’s hospital in matters ranging from negotiation of revenue cycle agreement to providing advice and counsel to Board of Directors.
- Represented a Texas Hospital District in the sale of its acute care hospital and related facilities to a national for-profit hospital company with requirements for the company to build the community a new state-of-the-art hospital facility and provide on-going indigent care at specified levels.
- Handled acquisition of orthopedic practice assets and employment of group’s physicians by nonprofit hospital.
- Successfully represented a nonprofit hospital in dispute against managed care company for underpayment of emergency services.
- Drafted model physician employment agreements for a nonprofit hospital’s physician organization.
- Represented a hospital district in the long-term ground lease of its real property, sale of hospital assets and operations, and the required construction of a new hospital for the district’s service area by the buyer.
- Represented a national for-profit hospital in its initial limited partnership offering for development of a birth center.
- Handled a long-term lease of a hospital authority facility by a nonprofit hospital.
- Represented three separate national healthcare systems having a total of 67 hospitals in the settlement of over 21 separate PRRB group appeals on floor budget neutrality issue with the DOJ and CMS Office of General Counsel for over $50 million.
- Represented a children’s specialty hospital in the creation and structuring of its 5.01a Texas Certified Nonprofit Healthcare Organization and the purchase of over 30 multi-physician group practices valued over millions of dollars in the aggregate and the employment of over 120 pediatricians.
- Handled cybersecurity incident response for a hospital district.
- Represented a very large multi-specialty physician clinic with numerous locations in the private placement offering of new ownership interests, setting up its governance structure, and creation of its Accountable Care Organization (ACO).
- Represented a nonprofit hospital in a joint venture with for-profit company to operate urgent care centers.
- Represented a Texas Hospital District in the sale of its acute care hospital and related facilities to a national for-profit hospital company with requirements for the company to build the community a new state-of-the-art hospital facility and provide on-going indigent care at specified levels.
- Represented a children’s specialty hospital in the acquisition of a home health company’s assets and operations.
- Represented various spine and neurosurgeons in investment in joint ventured hospitals with physician and non-physician owners.
- Represented a Texas health maintenance organization in the sale of its assets and assignment of its provider, beneficiary, and Medicare/Medicaid contracts to a national insurance company.
- Represented and advised lenders in numerous workouts and foreclosures involving MOBs, standalone emergency centers, and full-service hospitals.
- Represented a public hospital company in unwinding several physician joint ventures that owned and operated major medical equipment.
- Represented a for-profit company in negotiating a joint development agreement with a specialty cancer hospital for the production of radioisotopes and research regarding same.
- Represented a national for-profit hospital company in its initial limited partnership offering for development of a birth center at its women’s hospital.
- Revised legal documents from admission to audit and increased claims payment and revenue for hospital.
- Negotiated managed care contracts for use by hospital system in 47 states.
- Represented hospital in acquisition of a Texas joint stock insurance company.
- Assisted public hospital with potential Stark overpayment claims. By applying alternative analysis using newly adopted regulations, isolated and mitigated improper referral repayments to thousands rather than the original amount in hundreds of thousands.
- Represented non-profit children’s hospital responding to state OIG Medicaid audits
- Represented three separate national healthcare systems having a total of 67 hospitals in the settlement of over 21 separate PRRB group appeals on floor budget neutrality issue with the DOJ and CMS Office of General Counsel for over $50 million.
- Represented hospital clients in matters involving the Centers for Medicare and Medicaid Services and the Provider Reimbursement Review Board (PRRB).
- Represented a hospital in responding to a cyber-attack involving deployment of ransomware.
- Represented a consortium of several Texas non-profit hospitals and certified non-profit healthcare organizations in making comments to the Texas State Board of Medical Examiners (now the Texas Medical Board) as the Board promulgated its most recent rules regarding the initial and ongoing certification of non-profit healthcare organizations under the Texas Medical Act.
- Represented at least eight different 5.01a Texas Certified Non-Profit Healthcare Organizations in their structuring, obtaining 5.01a certification from the Texas State Board of Medical Examiners (now the Texas Medical Board), obtaining tax-exempt status, transferring funds to and from their non-profit corporate member, purchasing physician practices valued in the millions of dollars, and employing hundreds of physicians.
- Represented various hospital districts, hospital authorities, non-profit hospital systems, and non-profit hospitals across the country as bond counsel, underwriter’s counsel, and borrower’s counsel in the issuance of over $750,000,000 aggregate in tax-exempt bonds.
- Represented various hospital districts, hospital authorities, non-profit hospital systems, and non-profit hospitals across the country as bond counsel, underwriter’s counsel, and borrower’s counsel in the issuance of over $750,000,000 aggregate in tax-exempt bonds.
- Represented a non-profit hospital in the development of its entire integrated delivery system.
- Represented various non-profit and for-profit hospitals, as well as physician groups, in contracts involving provider-based physicians (e.g., radiologists, pathologists, ER physicians), medical directors, physician recruitment, teaching physician duties, etc.
- Represented a children’s hospital in development its coverage agreements with a medical school for specialist and sub-specialist services at its provider based suburban health centers.
- Represented various non-profit, for-profit, and public hospitals and other healthcare providers in sale, lease, financing, and maintenance transactions involving complex medical equipment.
- Represented a public hospital in its contract for development and operation of a wound care center.
- Represented a for-profit company operating a proton therapy center in its coverage and transfer agreements with a specialty cancer hospital.
- Represented medical schools in Texas and Michigan regarding various issues involving direct graduate medical educations (GME) reimbursement and indirect graduate medical educations (IME) reimbursement.
- Represented various medical schools in issues involving teaching physicians, supervision, and moonlighting residents.
- Represented a north Texas teaching hospital in negotiating its affiliation agreement with the medical school supplying teaching physicians and interns, residents, and fellows.
March 6, 2024
Speaking Engagements
Jeffrey Frost to Present at TSMSS Annual Educational Conference and Exhibition
Jackson Walker partner Jeffrey H. Frost will deliver two presentations, titled “5 Steps to Take to Reduce Physician Disputes” and “How to Avoid Being the Subject Matter of a Podcast or TV Series” at the 47th Annual Educational Conference and Exhibition hosted by the Texas Society for Medical Services Specialists (TSMSS).
January 17, 2024
Mentions
How to Educate the Board on Quality and Safety as QAPI Expects I Healthcare Risk Management
In this article published by Healthcare Risk Management, Jeffrey H. Frost shared insights on the importance of hospital administrators educating the board of directors on quality and safety issues and what board members should understand about the QAPI program.
January 11, 2024
Speaking Engagements
Jeffrey Frost to Present at Texas Hospital Association Annual Conference
Jackson Walker partner Jeffrey H. Frost is scheduled to present at the 2024 Texas Hospital Association (THA) Annual Conference on February 15-16 at the Hyatt Regency Dallas.
December 14, 2023
Speaking Engagements
Jeffrey Frost Presents “Medical Staff Counsel Unplugged”
On December 13, 2023, Jackson Walker partner Jeffrey H. Frost led a webinar for the Texas Society for Medical Service Specialists (TSMSS), where he shared insights from his 15 years of experience as in-house counsel overseeing a medical staff program for a health system comprising 25 hospitals, medical staffs, 5,000 aligned physicians, and numerous surgery centers.
September 11, 2023
Insights
September Signals Start of College Football Season and Texas Medical Debt Billing Reforms Under S.B. 490
By Jeffrey H. Frost
As of September, any individual or facility licensed or certified to provide healthcare services in Texas must provide an itemized bill of charges for healthcare services or related supplies provided to a patient prior to requesting payment for such services or related supplies from the patient.
July 13, 2023
Insights
Summary of HB 3359: Changes to Preferred Provider Benefit Plans
By Jeffrey H. Frost
HB 3359 amends Chapter 1301 of the Texas Insurance Code. Chapter 1301 sets forth the legal requirements and obligations of a “preferred provider benefit plan”. A “preferred provider benefit plan” is a benefit plan in which an insurer provides, through its health insurance policy, for the payment of a level of coverage that is different from the basic level of coverage provided by the health insurance policy if the insured person uses a preferred provider.
April 4, 2023
Speaking Engagements
Jeffrey Frost to Discuss Preparing for the End of the Public Health Emergency
Jackson Walker partner Jeffrey H. Frost will join a panel discussion covering the end of the public health emergency (PHE) and the associated waivers. Jeff will be joined by fellow panelists Rick L. Hindmand (McDonald Hopkins) and Matthew K. Loughran (Reed Smith).
December 19, 2022
Insights
Is Your Health System Prepared for the Expiration of the Federal and State COVID-19 Public Health Emergency?
The current extension of the COVID-19 Federal Public Health Emergency (PHE) is set to expire January 11, 2023, and no termination notice has been provided. While the PHE will likely extend through April 11, 2023, it will likely expire sometime in 2023. Here are three steps that health systems and hospitals can take now to ensure compliance should the emergency waivers expire.
October 25, 2018
Attorney News
Dallas Women Lawyers Association Honors Mary Emma Karam With 2018 Louise B. Raggio Award
Jackson Walker is proud to congratulate Mary Emma (Ackels) Karam as this year’s Louise B. Raggio Award recipient.
- Regulatory advice, including Stark and anti-kickback analyses
- ACO structures and agreements
- Physician alignment arrangements
- Joint venture structuring
- Clinically integrated networks
- Medicare and Medicaid repayment and self-disclosures
- Hospital contracts, including management, physician employment, medical director, professional service, and administrative service agreements
- Managed care contracting and strategy
- Acquisition of physician practices
- Operational issues
- Audit and compliance matters
- Revenue cycle enhancement
- PRRB appeals
- Bundled payments
- Tax-Exempt Issues
- Medical staff and governing body bylaws, policies, and fair hearing plans
- Physician Recruitment
- Pharmacy and PBM contracts
- Labor and employment issues
- Drafting and implementation of plans to maximize reimbursement
- Reimbursement audits and appeals
- Academic medicine
- Defense of commercial disputes
- Enforcement inquiries and proceedings
- Corporate compliance programs and audits
- Internal audits/investigations
- Vendor and other contract preparation and review
- Distressed facilities/restructuring
- Privacy, medical information security, and HIPAA compliance
- Guidance regarding cybersecurity and HITECH requirements
- Corporate governance
- Federal and state tax and tax exemption
- Financing (tax-exempt and taxable)
- Medical staff bylaws, peer review, and credentialing
