HEALTHCARE TAX. Investor-Owned Healthcare Organizations. Tax-Exempt Organizations

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1 HEALTHCARE TAX Waller's nationally recognized tax attorneys bring a creative approach to solving complex tax and business issues, providing a vital perspective on the nuances of tax law and their impact on how healthcare transactions are structured. Because we view issues from our client's perspective, our attorneys proactively identify complications that could lead to fines or litigation and suggest alternative structures to minimize or altogether avoid such penalties. Clients can appreciate the involvement of tax counsel from the onset of any transaction to help in providing tax planning advice and solutions. Representing both investor-owned and tax-exempt healthcare organizations, Waller assists them with general acquisitions and disposition type transactions. We have structured numerous healthcare joint ventures, from ancillary service arrangements to whole hospital joint ventures, and offered counsel on the tax implications of such joint ventures. In addition, our tax attorneys closely monitor and participate in legislative developments that impact the healthcare industry. Investor-Owned Healthcare Organizations Industries Served Accountable Care Organizations Behavioral Health Services Dental / Orthodontics Hospitals & Health Systems Life Sciences Outpatient Health Services Physician Practices Healthcare REITs Legal Services Tax Keeping our clients' long-term strategic objectives firmly in mind, our tax attorneys routinely address the federal, state, and local tax considerations of acquisitions, sales, divestitures, and syndications. Because the tax consequences of a transaction are often determined early in the structuring of a business transaction, our tax attorneys are typically involved from the very beginning to seek the optimum tax structure for the transaction. Our healthcare clients benefit from our tax attorneys' experience with: Structuring mergers, acquisitions, divestitures and joint ventures; Structuring and issuance of opinions relating to various financial transactions including tax aspects of securities and debt offerings; and Tax aspects of real estate transactions including like-kind exchanges, installment sales, and structured financing arrangements. Tax-Exempt Organizations Waller attorneys also have extensive experience assisting tax-exempt healthcare providers in navigating the complex laws and regulations to qualify for tax exemption, and counsel tax-exempt healthcare organizations on the potential risks associated with transactional matters, unrelated business taxable income issues, and reporting matters. Clients seek out our partnership mentality and appreciate

2 our ability to sense their urgency when addressing issues related to the IRS' enforcement methods such as the intermediate sanctions and self-dealing rules that pose a threat to public charities and private foundations in the healthcare sector. We also assist tax-exempt providers in connection with protecting their tax-exempt status when entering joint ventures. ERISA and Employee Benefits ERISA has been a challenge to many organizations since it was signed into law, and complying with the requirements of ERISA as it applies to the administration of healthcare employee pension and welfare benefit plans is nuanced. With an in-depth understanding of our client's priorities and concerns foremost in mind, Waller's ERISA team addresses a variety if issues implicated by this complex area of law, including: Age, gender, and disability discrimination issues in plan design administration Benefit claims and eligibility determinations Breach of fiduciary duty claims related to self-dealing, conflict of interest, and prohibited transactions Imprudent investment claims under ERISA and securities laws National Labor Relations Board charges pertaining to collectively bargained benefits Non-qualified deferred compensation issues Plan reporting, disclosure, and notice requirements Pre-emption of state law claims for fraud, breach of contract, and wrongful termination Retaliation and interference with protected rights of plan participants and beneficiaries Vesting, severance, and other claims arising out of mergers, acquisitions and terminations Recognizing the importance of avoiding litigation altogether, Waller provides claims avoidance advice and risk assessment services, as well as assistance with Department of Labor claims administration compliance. In addition, we have dealt extensively with governmental investigations of pension and welfare benefit claims, including investigations by the Internal Revenue Service, Department of Labor, and Pension Benefit Guaranty Corporation. Articles The Healthcare Industry: A Look Back. A Look Ahead. "Strategic Partnerships Between Investor-Owned Companies and Nonprofit Hospitals or Health Systems: Top Ten Key Considerations," By W. Kenneth Marlow, Lanta Wang, Donald B.

3 Stuart, Brandon M. Schirg and Kim Harvey Looney, AHLA Business Law & Governance "IRS taking harder look at non-profit hospitals" Don Stuart quoted in FierceHealthcare Donald Stuart authors "Community Health Needs Assessments and Implementation: The Board s Ongoing Responsibility" on the Governance Institute E-Briefings-Vol 12, No. 5 Employer Mandate Under ACA Postponed to 2015: What s Next? by Shannon Goff Kukulka, Benefits magazine "Increasingly Common Bedfellows - Collaborations Between Academic Medical Centers and Investor-Owned Health Care Companies," Brian R. Browder, AHLA Connections What Implications Will the Supreme Court s Taxing Power Decision Have on the Goals of the Affordable Care Act and Healthcare?, Donald B. Stuart, Journal of Health & Life Sciences Law What the Supreme Court Ruling Means for Healthcare M&A, Brian R. Browder and Donald B. Stuart, Executive Insight The Politics of Healthcare DRUG TOPICS, "Diabetic test strips and state tax laws" TSCPA JOURNAL, "Tennessee Taxes on Diabetes" AHLA ALERT, "Adverse IRS Determination Sheds Light on Tax Treatment of Accountable Care Organizations Conducting Commercial Activities" "Rational Non-Tax Motivated Partnership Actions Potentially Trigger UBTI for Exempt Organizations and Pensions under Fractions Rule," by Leigh Griffith, TSCPA Journal "Can Your Practice Benefit from Small Employer Medical Insurance (SEMI)?," by Leigh Griffith, Modern Medicine "Getting to the Root of the Small Employer Medical Insurance Tax Credit: Is it Right for Your Practice?," by Leigh Griffith, Dental Economics "Tax Provisions of the Patient Protection and Affordable Care Act," by Leigh Griffith, TSCPA Journal (Cover Story) "The American Recovery and Reinvestment Act of 2009: HR1 Stimulus Tax Provisions," by Leigh Griffith, TSCPA Journal ABA HEALTH E-SOURCE, "Health Savings Accounts: Financial and Other Hurdles" ABA HEALTH LAW BULLETIN, "Health Savings Accounts: Financial and Other Hurdles" Bulletins IRS Announces Federal Income Tax Developments Related to the West African Ebola Outbreak Participate in an ACO? Are Your Hospital's Bonds Still Tax

4 Exempt? IRS and SEC Bond Initiatives Aimed at Tax-Exempt Hospitals and Other 501(c)(3) Organizations Senior Living Industry Rocked by IRS Tax Challenge "The Patient Protection and Affordable Care Act: Select Tax and Fee Provisions," Bulletin Debt Ceiling Increase and Limited Statutory Pay Go Supplementing the Current Broader Non-Statutory Pay Go Rules Media Mentions "The HCA Effect: How the hospital giant helped Nashville grow with it," George Bishop and Scott Rayson quoted in Nashville Business Journal "New Jersey hospital tax exemption bill could face legal challenges" Don Stuart quoted in Modern Healthcare "Not-for-profit N.J. hospitals may soon be helping local municipalities' finances," Donald B. Stuart quoted in Modern Healthcare Not-for-profit hospital will pay up in tax dispute as exemptions draw widespread heat, Donald B. Stuart quoted in Modern Healthcare Don Stuart talks about "Taxing challenges as not-for-profit rules shift" in Modern Healthcare ACA faces key court test over its future, Shannon Goff Kukulka quoted in The Tennessean "Incentives May Be Offered for HRAs That Omit Genetic Data, Attorney Says," Shannon Goff Kukulka quoted in Bloomberg BNA: Pension & Benefits Daily "Waller's Health Care Chief Talks Industry Trends," Ken Marlow quoted in Nashville Business Journal Paid Overpayments, Settlements Could Be Tax Deductible, Leigh Griffith quoted in Medical Practice Compliance Alert Events Leigh Griffith presenting "The New Partnership Tax Audit Regime Effective 2018: Update on the Surprising IRS Views With or Without Regulations" at the American Health Lawyers Association Tax Issues for Health Care Organization Conference "Economic Substance / No Fault Penalty: IRC Sections 7701(o), 6662(b)(6)(i), 6664(c)(2), and 6676(c)," Leigh Griffith, Presenter, TN Federal Tax Conference "Economic Substance / No Fault Penalty," Leigh Griffith, Presenter, No Name Tax Club "Patient Protection and Affordable Care Act: Small Employer

5 Medical Insurance Tax Credit," Leigh Griffith, Presenter at SBA- TN Procurement Summit "Cancellation of Debt --Section 108(i) Deferral, Tax Rules, But More Importantly, Processes to Avoid Your Client Being Sued," Leigh Griffith, Presenter, TSCPA Federal Tax Conference "Obama Tax Changes: Are You Stimulated?," Leigh Griffith, Presenter, TSCPA Tax Accounting Show Press Releases Waller Named to The American Bar Association's Health Law Top 10 List