Hospital Joint Ventures Legal Handbook

by Reynolds, Max M.

• ISBN13: 9780763747794
• ISBN10: 0763747793
• Edition: 1st
• Format: Hardcover
• Copyright: 2004-04-01
• Publisher: Jones & Bartlett

Summary

With hospitals maintaining their lowest operating margins in over a decade, and with one-third of them maintaining negative operating profits, joint venturing with one another and physician groups is a fiscal necessity. However, these ventures are fraught with legal risks. Hospital joint ventures implicate a variety of federal laws, including those related to fraud and abuse, restrictions on tax exempt institutions, anti-trust restrictions, and the issuance of securities. This new book summarizes the pertinent federal laws implicated by joint ventures, identifies risks, and presents strategies by which hospital executives can structure and operate joint ventures which meet their business objectives while minimizing compliance concerns.

Table of Contents

Acknowledgments	ix
About the Author	xi
Chapter 1-Overview	1	(4)
The Growth of Hospital Joint Ventures	1	(1)
An Overview of the Handbook	2	(3)
Chapter 2-Federal Fraud and Abuse Laws
Governing Hospital Joint Ventures	5	(1)
Introduction	5	(1)
Anti-Kickback Law	5	(12)
General Provisions	5	(1)
Application to Hospital Joint Ventures	6	(11)
The Stark Law	17	(11)
General Provisions	17	(2)
Application to Hospital Joint Ventures	19	(1)
Financial Relationships Involving Joint Venture Investors	19	(9)
Exclusion Law	28	(11)
General Provisions	28	(1)
Application to Joint Ventures	28	(11)
Chapter 3-Federal Tax Laws Governing Hospital Joint Ventures	39	(44)
Introduction	39	(1)
Preservation of Exempt Status	39	(12)
General Provisions	39	(1)
Application to a Hospital Joint Venture	39	(12)
Unrelated Business Income Tax	51	(6)
General Provisions	51	(3)
Application to Hospital Joint Ventures	54	(3)
Restrictions on the Use of Tax-Exempt Bond Proceeds	57	(1)
General Provisions	57	(1)
Application to Hospital Joint Ventures	58	(1)
Intermediate Sanctions	58	(25)
General Provisions	58	(25)
Chapter 4-Federal Antitrust Laws Governing Hospital Joint Ventures	83	(18)
Introduction	83	(2)
General Provisions	83	(2)
Application to Hospital Joint Ventures	85	(16)
Clinical Joint Ventures	85	(5)
Contracting Joint Ventures	90	(4)
Disclosure of Information Between Competitors in Connection with a Joint Venture	94	(7)
Chapter 5-Federal Securities Laws Affecting Hospital Joint Ventures	101	(12)
Introduction	101	(1)
Overview of Federal Securities Laws	101	(1)
Application to Hospital Joint Ventures	102	(11)
Determining Whether a Financial Instrument Is a "Security"	102	(1)
Exemption from Registration Requirements of the Securities Act	102	(7)
Registration, Reporting, and Proxy Requirements of the Securities Act and Exchange Act	109	(4)
Chapter 6-Medicare Certification and Enrollment	113	(28)
Introduction	113	(1)
General Provisions	113	(1)
Application to Hospital Joint Ventures	113	(28)
Joint Venture Hospitals	113	(4)
Joint Venture Outpatient Surgery Facilities	117	(6)
Joint Venture Imaging Facilities	123	(2)
Joint Venture Clinical Laboratories	125	(1)
Joint Venture Rehabilitation Clinics	126	(4)
Joint Venture ESRD Facilities	130	(11)
Chapter 7-Selecting Investors	141	(24)
Introduction	141	(1)
Fraud and Abuse Compliance	141	(9)
Anti-Kickback Law	141	(8)
Stark Law	149	(1)
Exclusion	149	(1)
Tax Compliance	150	(1)
Antitrust Compliance	150	(1)
Clinical Joint Ventures	150	(1)
Contract Joint Ventures	150	(1)
Securities Compliance	151	(14)
General	151	(1)
Exemption from Registration Requirements of the Securities Act	151	(14)
Chapter 8-Structuring the Joint Venture	165	(28)
Introduction	165	(1)
Fraud and Abuse Compliance	165	(3)
Anti-Kickback	165	(1)
Stark Law	165	(3)
Tax Compliance	168	(13)
Use of a Flow-Through Entity	168	(12)
Use of a Non-Flow-Through Entity	180	(1)
Antitrust Compliance	181	(1)
Securities Compliance	182	(11)
Chapter 9-Operating the Joint Venture	193	(24)
Introduction	193	(1)
Fraud and Abuse Issues	193	(11)
Anti-Kickback Law	193	(5)
Stark Law	198	(5)
Exclusion	203	(1)
Tax Compliance	204	(4)
Compliance with Restrictions on Use of Tax-Exempt Bond Proceeds	204	(1)
Avoiding Intermediate Sanctions	205	(3)
Antitrust Compliance	208	(4)
Clinical Joint Ventures	208	(1)
Contract Joint Ventures	209	(3)
Medicare Certification	212	(5)
Index	217