Kutak Rock LLP has a strong contingent of health care attorneys who operate out of several of the firm’s offices yet are organized and function as a national practice group. Graphics health careThe firm is particularly noted for its expertise in health care regulatory matters and is often called upon to advise on the Stark Law, Anti‑kickback Statute and reimbursement implications of existing and proposed arrangements between hospitals and physicians.

The firm’s health care clients include over 100 health care systems and hospitals, as well as multiple physician practices and physician‑based entities, imaging services providers, ambulatory care facilities, pharmacy providers, long‑term care facilities and managed care organizations. Its representation of these clients has involved most of the types of matters for which health care providers require legal services. The firm has vast experience in hospital and other provider acquisitions and affiliations, joint ventures involving for‑profit and tax‑exempt organizations and physician‑owned entities, joint ventures and/or joint operating agreements between nonprofit, tax‑exempt health systems and various hospital/physician contractual arrangements. The firm also provides assistance and advice with respect to general corporate issues, corporate compliance, tax‑exempt status and finance, antitrust, Medicare/Medicaid reimbursement, managed care contracting, internal and governmental investigations, civil and administrative defense, physician contracting and recruitment, credentialing, peer review and other medical staff matters, labor, employment and employee benefits.

The largest component of the firm’s health care practice involves physician/hospital joint venture transactions. The firm has served as transaction counsel in numerous joint venture projects throughout the country, including multispecialty ambulatory surgery centers; specialty service ventures such as cardiac catheterization, diagnostic imaging, cardiovascular CT imaging, vascular services, cancer treatment, endoscopy, nuclear medicine, sleep medicine and women’s health; specialty hospitals, including heart (including the first joint venture heart hospital involving physicians, a nonprofit hospital and a specialty for‑profit cardiac management company), surgical, orthopedic and short‑stay hospitals; and general hospitals.

The firm also has vast experience in hospital and other provider acquisitions and affiliations, the implementation of system‑wide compliance programs and restructuring of financially troubled hospital/physician arrangements. In addition, the firm has represented hospital and physician clients in connection with the structuring of various integrated delivery and managed care contracting models, including foundation model physician clinics, PHOs, MSOs and physician equity model practice entities.

Included among the attorneys who regularly practice in the health care area are various specialists in such fields as taxation (particularly the tax issues relevant to tax‑exempt organizations and tax‑exempt bonds, IRS audits of health care entities and IRS ruling requests); antitrust; Medicare and Medicaid reimbursement (including handling of internal audits and self‑disclosures to the government); medical staff credentialing and peer review; labor and employment law (the firm has successfully handled hundreds of health care employment matters, including wrongful discharge, Title VII, breach of contract, ADA, ADEA and WARN Act cases, and has also handled all phases of union activity, including opposing organizing campaigns, collective bargaining, grievances, arbitrations, decertification campaigns and unfair labor practice litigation before the NLRB and federal courts); Stark Law; Anti‑kickback Statute and health care fraud and abuse (including the handling of governmental investigations and civil and criminal litigation with state and federal governmental agencies); and insurance regulation.

Kutak Rock is recognized as one of the nation’s leading firms in the highly technical health care finance field. The firm serves a number of various entities, including hospitals, statewide bond‑issuing authorities, cities and counties, as bond counsel, underwriter’s counsel, counsel to the financial advisor, counsel to the hospital, special tax counsel, insurer’s counsel or counsel to commercial banks, as direct lender or letter of credit provider, in financings for acute‑care general hospitals, specialty hospitals, nursing homes and retirement centers throughout the country.

Kutak Rock has assisted a number of health care systems in the design and implementation of corporate compliance programs for acute‑care hospitals as well as for physician practice operations, home health divisions, ambulatory care facilities, managed care entities and laboratories. We serve as an integral member of many of our health care clients’ compliance efforts and are regularly involved in internal investigations of potential compliance matters, particularly those involving billing and physician reimbursement.

The firm’s expertise also encompasses all aspects of issues related to health care technology, including electronic billing and information exchange and related health data privacy concerns, telemedicine and technology acquisition and licensing. Attorneys in the firm are also assisting different types of providers in their efforts to become compliant under the final regulations regarding the privacy of protected health information promulgated under the Health Insurance Portability and Accountability Act of 1996 (HIPAA).

Attorneys in the health care practice group are active participants in numerous industry organizations and are often featured speakers at seminars and conventions sponsored by such organizations.

Following are synopses of Kutak Rock’s health care law expertise in various areas:

Antitrust
Kutak Rock attorneys have extensive experience in transactions involving federal and state antitrust law. The firm advises clients and handles litigation on issues including medical staff matters, exclusive contracting, joint ventures, mergers, acquisitions and affiliations and managed care contracting.

Compliance
Kutak Rock regularly advises multiprovider health systems, hospitals, physician practice entities, ambulatory surgery centers, home health agencies, nursing homes and other providers in the design, implementation and operation of compliance programs, including those voluntarily created by the provider and those mandated by federal regulators. In advising health care providers on compliance issues, the firm utilizes the expertise not only of experienced corporate health care attorneys, but also of litigation attorneys—some with prior government experience—experienced in defending providers under regulatory scrutiny. Using this cross‑disciplinary approach, Kutak Rock not only offers clients proactive advice on optimal compliance strategies, but also is adept at defending clients when, despite the provider’s compliance efforts, a federal, civil, criminal or administrative investigation begins.

Corporate Affiliations and General Corporate Representation
Kutak Rock regularly advises clients concerning mergers, acquisitions and affiliations of health care systems and hospital corporations. The firm has served as lead transaction counsel in several multiparty affiliations of health care systems through the joint operating structure, with responsibility for tax, antitrust and other regulatory matters, as well as document preparation. In addition, the firm has served as counsel in connection with numerous hospital and health system acquisitions.

Employed Physician Practice Entities
Kutak Rock has assisted hospital clients in developing comprehensive, system‑wide approaches to addressing and restructuring unprofitable physician clinic arrangements, with the goal of moving such clinics to break‑even status and addressing areas of legal risk. The IRS has issued favorable determination letters to entities presenting “virtual private practice” compensation models developed by our firm.

Government Disputes
Kutak Rock regularly represents health care organizations and individuals in civil, criminal and administrative litigation with state and federal governmental agencies. The firm has a number of attorneys who have previously been employed by various governmental agencies. These attorneys bring extensive experience representing health care clients who are subject to regulatory control by many of these same agencies. The firm’s health care litigators, teamed with experienced corporate health care attorneys, offer a sophisticated and cross‑disciplinary approach to the defense of state and federal regulatory investigations and litigation. Kutak Rock’s representation of providers in governmental disputes runs the spectrum from pre‑litigation advice on how to address illegal acts discovered by the provider, to defending clients in grand jury investigations and OIG inquiries, to representing clients in state and federal licensing proceedings and court actions, to negotiating global resolution of multifaceted prosecutions.

Health Care Finance
Kutak Rock has participated in more than 1,550 health care bond issues, both tax‑exempt and taxable, aggregating in excess of $39.5 billion, involving acute‑care general hospitals, psychiatric hospitals, specialty hospitals, nursing homes and life‑care centers. The firm has acted as bond counsel, underwriter’s counsel, letter of credit bank counsel, bond insurer’s counsel and borrower’s counsel. Kutak Rock also serves as special tax counsel in financing transactions to analyze and render Section 501(c)(3) legal opinions that form the basis for seeking tax‑exempt status for the entity and the bonds.

Integrated Delivery Structures
The firm has been involved in the development of managed care and integration structures, including physician/hospital organizations, management services organizations, managed care companies, joint operating agreements and tax‑exempt foundations.

Joint Venture Structures
Kutak Rock has considerable experience representing both physicians and nonprofit hospitals in various joint ventures, successfully completing projects in over 40 states involving orthopedics, ambulatory surgery, endoscopy, imaging, cardiovascular services, cancer treatment, rehabilitative services, sleep medicine, nuclear medicine and women’s health. These ventures include outpatient surgery centers, whole and specialty hospitals, as well as leasing and “under arrangements” transactions.

In structuring health care affiliations that involve physician and nonprofit hospital partners, the firm has developed strategies for governance structures designed to satisfy the needs of the for‑profit participants while addressing Internal Revenue Service sensitivities that arise in connection with joint ventures involving exempt and nonexempt organizations. The firm’s strategies are designed to provide effective integration while complying with Anti‑kickback Statute, Stark Law and other legal requirements.

Labor/Employment
The firm handles day‑to‑day employment issues, discrimination and sexual harassment claims and matters relating to workers’ compensation, the Americans with Disabilities Act, the Family and Medical Leave Act, the WARN Act and the Equal Pay Act. The firm also provides ERISA and employee benefits services and represents its clients in responding to union organization and decertification campaigns.

Managed Care
The firm reviews and structures managed care arrangements for hospitals and physicians, including negotiation of the necessary provider agreements. The firm has formed managed care entities jointly owned by providers and an insurance company and has advised clients about insurance regulatory issues, physician credentialing, accreditation and risk management concerns. The firm has also represented parties in connection with the purchase, merger and disposition of HMOs, PPOs and other insurance/managed care organizations.

Physician/Hospital Relations
Kutak Rock advises hospitals and their medical staff leaders on staff licensure, membership, credentialing and privileges as well as strategies to protect quality and utilization review deliberations under state peer review statutes. The firm regularly drafts a variety of contracts between physicians and institutional providers, including, for example, employment contracts, professional services agreements, physician recruitment agreements and leases.

Real Estate
Lawyers in our health care practice group have significant experience representing health care systems and hospitals in connection with the third‑party development, acquisition and/or construction and ownership of medical properties located on the systems’ hospital campuses. These transactions typically include the third‑party ownership of medical office buildings in which physicians have an opportunity to acquire equity interests in the building ownership entity proportionate to the amount of space the physicians lease as tenants in the building.

The firm also represents a number of non‑health care clients throughout the country in all aspects of real estate syndications. Our work with these clients includes the acquisition and financing of real estate, the preparation of private placement materials and the negotiation and preparation of all material relating to syndication, including property management agreements, purchase agreements and asset management agreements, all in accordance with applicable securities and tax laws. We also assist with the structure and formation of the various entities associated with acquisitions and syndications.

Taxation
Kutak Rock is nationally recognized for the depth and creativity of its tax practice, particularly in areas relevant to tax‑exempt finance, including private use issues, and the treatment of entities exempt from federal taxation under Section 501(c)(3) of the Internal Revenue Code. In addition, the firm has substantial experience representing health care clients in their dealings with the Internal Revenue Service, including obtaining tax‑exempt status and private letter rulings and with respect to audits and post‑audit issues relating to challenges of tax‑exempt status.