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

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 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.

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