November 20, 2023

Podcast - Scrutiny Around the Hospital Tax-Exempt Status

Counsel That Cares Podcast Series
In this episode of "Counsel That Cares," healthcare policy attorney Lisa Hawke and healthcare attorney Jesse Neil continue a discussion on renewed scrutiny of tax-exempt hospitals. They begin by examining a report recently released by Sen. Bernie Sanders, chairman of the Senate Health, Education, Labor and Pensions Committee, as well as a letter from other senators that raised several concerns about these hospitals. The conversation then moves to what the exemption requirements are and how hospitals can meet them, as well as creative ways that boards can strive to fulfill their obligations while putting themselves in a favorable position before Washington. In addition, Ms. Hawke and Mr. Neil offer advice and insights for hospitals that find themselves under scrutiny.

Morgan Ribeiro: Welcome to Counsel That Cares. This is Morgan Ribeiro, the host of the podcast and a director in the firm's Healthcare Section. On today's episode, we are continuing our conversation regarding the tax-exempt status for hospitals. This is currently under scrutiny at the state and federal level. We recently sat down with Don Stuart and Chris Armstrong, partners in the firm, who discussed the renewed conversations happening at a federal and state level and what is driving those conversations. And today I am joined by Jesse Neil and Lisa Hawke to better understand what hospital administrators and boards can do to best position their organizations, given the current environment. Jesse and Lisa, welcome to the show.

Jesse Neil: Thanks for having me, Morgan.

Lisa Hawke: Likewise. Thanks.

Morgan Ribeiro: So I want to take a minute just before we jump into the meat of our conversation and allow you both to introduce yourselves and your practice and the work that you do with hospitals and health systems. Lisa, why don't you go first?

Lisa Hawke: Yeah, Thanks, Morgan. I am a 30-plus-year hospital lawyer and lobbyist. Hospitals is the core of what I do and have done, both from an in-house perspective and in my 21 years here at Holland & Knight, representing hospitals on Capitol Hill in front of legislative bodies and regulatory agencies. So it is the focus of my practice, and I've certainly had a number of years of experience with this particular issue having represented hospitals at the state level and at the federal level.

Jesse Neil: I'm a partner in Holland & Knight's Nashville office, and my practice is focused on representing hospitals, hospital boards with regard to strategic planning, operational matters and regulatory compliance.

What Should Tax-Exempt Hospitals Be Concerned About, and What Are the Next Steps?

Morgan Ribeiro: Fantastic. Thank you both. All right. So in our first episode that I mentioned earlier that we recorded with Don Stewart and Chris Armstrong — we already covered this. I really want to get your perspective as well on what's happening right now. I mentioned in my intro there's a renewed discussion, particularly at the federal level, that is scrutinizing tax-exempt hospitals in their tax-exempt status. Would love to just kind of get from, in your own words, what's happening right now. Why is it so important, why the hospitals need to be paying attention to this? Lisa, I'll start with you.

Lisa Hawke: Right. Well, since our first podcast, we have since had a report coming out of chairman of the Senate Health, Education, Labor and Pensions Committee. Chairman Bernie Sanders has produced a report pretty critical of a group of tax-exempt hospitals, raising a lot of concerns, in addition to the letter from several senators that had gone before to the Internal Revenue Service. And what it demonstrates is a really heightened scrutiny on Capitol Hill right now and on a bipartisan basis. And part of that has to do with the evolution of hospitals over all of these years. When you look back at the Internal Revenue Service, you know, rulings going back to almost when I was born and before I was born, those are standards when Medicare was in its infancy. Medicaid was in its infancy, and the world has changed dramatically since then. Most significantly, being the enactment of Obamacare, the establishment of the health exchanges and the expansion in most states of the Medicaid program. So in many parts of the country, we have hospitals that are, you know, defined as charities under the Internal Revenue Service that are no longer taking care of as many uninsured individuals as they used to and because of the expansion and coverage that has occurred over these years. And so what does that mean? It means that the Congress is looking at this and saying, hey, this is different than it used to be. Now that many, if not most, of your patients are covered, you're not providing as much free care as you used to. So what should be the value and benefit of your tax exemption? You know, do we need to redefine the community benefit standard and put more teeth into the community benefit standard so that you're doing more than your for-profit investor, owns the neighbor down the street in terms of your commitment to your community? And how do we define all of those terms? So there's really a big focus right now on the Hill. We've anticipated this would happen once the 501(r) requirements went into the Affordable Care Act. And we knew at the time what would happen is now the Congress would have its first look at the money in a more meaningful way because hospitals are reporting in a way that they didn't before 2010 on their charity care, their other community investments and benefits. And since then, we've also had the establishment of the S-10 for Medicare cost reporting, which is also looking at some of these numbers. And so the Congress has a much clearer picture as to what hospitals are doing or not doing for their communities.

Morgan Ribeiro: Jesse, anything you'd add, just either about what Lisa mentioned about the Sanders report coming out from the health committee or anything else that was happening prior to that?

Jesse Neil: I would echo that. And that, you know, in a lot of ways the evolution of the not-for-profit systems in order to compete in today's just imminently more complex healthcare environment and even single hospital service areas, let alone in areas where there's multiple hospital systems, preserve your mission, you've got to have a margin. And so they've got to be competitive, and they have to recruit professionals to run the organization. You have to pay them to do that. You have to evolve with the marketplace, and that naturally, I think, makes them look more and more over time from a policy perspective, sometimes look more like what historically have been hospitals with different types of profit missions. But it's not really — I think there's education to be done in that. Just to compete in today's marketplace, you have to adopt some market features that historically weren't necessarily in the tool shed. And so that, I think, is an opportunity for educating the policymakers. And they're still preserving their mission, but they've got to compete to do it.

Lisa Hawke: Just to add to that, Jesse, that in some ways it's challenging for hospitals because there are competing expectations coming from Capitol Hill. So, you know, in the history that I was talking about before, if you go back to 1983, what was the major change in the answer is the prospective payment system, right? So that was the first point at which we went from Medicare's going to pay you for the services that you provided in an inpatient setting and an outpatient setting to now first on the inpatient setting, the establishment of DRGs, we're going to send you a payment that's the average, not your cost, but the average of all hospitals that look like you. So, in essence, what the Congress said was, we need you to look and function more like a business, right, in terms of your hospital operations. And you've got to be able to live within whatever that DRG is in order to, you know, keep your doors open and serve patients. And I think that was a monumental change in the way that hospitals operate and think. And then it was followed then by the establishment of APCs on the outpatient side. And I think that the difficulty is nonprofit hospitals are supposed to, under the Internal Revenue Code, operate as charities. But under Medicare, they're expected to function like efficient care providers. And so, you know, the difficulty is if you walk and talk like a business, you're going to get taxed like a business. So how do you walk that fine line between efficient operations under limited reimbursement models with the commitment to the community that is required for tax exemption, and not just at the federal level, also at the state level and the local level with regard to property taxes?

Morgan Ribeiro: So what's going to happen next? I mean, is the letter from or the report from Bernie Sanders came out, there was the letter from the senators prior to that. So where do we go from here?

Lisa Hawke: Oh, I think we're going to have a lot of hearings and investigations. So, you know, our law partners, Chris and Don, talked about the Ways and Means Committee hearings, but I think it's going to ramp up at this point. So I think we're going to see some big investigations coming out of the Senate Health Committee, perhaps the Senate Finance Committee, taking a very hard look at some of these systems. So if you look at the so-called list that was included in the Sanders report, there are a number of large systems on that list, but there are also hospitals on that list that may have little charity care because they're in a Medicaid expansion state and they don't have a lot of uninsured, but they provide huge amounts of care to very large numbers of Medicaid beneficiaries and do so at a very substantial loss. If you are on that list, I would very strongly suggest that you get congressional investigative counsel, which is different than your average litigation team. Holland & Knight is one of several, but not that many, firms that has a specific congressional investigations practice, and there's a reason for it, because congressional investigations are very different from a courtroom. I've been through several congressional investigations representing clients, and Chris Armstrong is one of our key leads in that practice. Whether you hire us or someone else, you are sitting on that Sanders list. I would expect that you are going to get some very specific questions and investigation may pursue.

Morgan Ribeiro: The plot will continue to thicken. If anything, this is not dying down. I think it will continue to see more. Now, it's interesting because there's a lot of commentary out there. You know, I was reading the American Hospital Association stance on all of this, and as you cover, but I want to kind of get down to the nitty gritty on this. Are nonprofit hospitals in the U.S. are exempt from most taxes, not all taxes. And to earn this status, they're supposed to engage in activities that benefit their communities, such as providing free care to the uninsured, programs to improve neighborhood health. And some skeptics out there are saying that for many hospitals, their real community contributions are sort of tax breaks that they receive. And a recent report from the Lown Institute found that 82 percent of nonprofit hospital systems spent less on charity care and community investment than the value of their estimated tax exemptions in 2019. So it's a few years back, which added up to about $18 billion in forgone community spending. I believe that there is another viewpoint on this. I'm just curious if you have any counterpoints that you would make to that that statement or to those statistics.

Jesse Neil: Well, I would say that, you know, for better or for worse, the standard is not a bright line test. And I don't think that there is either a safe harbor or else things you're prohibited from doing. So there's a number of ways, obviously, to calculate, which for an organized health system that can be an advantage if they're proactive. Even if you're not paid as a board member, you're still, generally speaking, going to be a fiduciary of that hospital. And that requires that you have developed in place a reporting system, a monitoring system, in order to keep tabs both on the regulatory climate, the regulatory requirements, but also operationally. What are you doing to adapt to that? And tracking metrics used to be maybe on an annual basis, you could get a report from the CEO about executing on your community benefit plan. That probably, that standard is probably not any longer the standard of care. You really need to be tracking this quarterly and really proactive basis in order to fulfill your obligations from a fiduciary perspective.

What Are the Federal Community Benefit Requirements, and How Can Hospitals Meet Them?

Morgan Ribeiro: Great. Thank you. And so I know there are some things that we want to talk about here, and I think we've kind of used some of this terminology so far around charity care, community benefit. And I think it's important that we really kind of dig into that and talk about the meaning depending on context. So, Lisa, I'd love to hear from you just in terms of what are the federal community benefit requirements under the IRS?

Lisa Hawke: Yeah, when hospitals are filling out Schedule H on their 990 nonprofit hospitals, they're going to be reporting on several different things. One is patient benefit, such as charity care, which I'll talk about in a second. System benefits, such as unreimbursed graduate medical, education, and community building activities such as violence prevention efforts, you know, in coordination with community partners and your local government. Those are some of the things that are being reported on the large buckets that are being reported on Schedule H. I think the challenge for hospitals is that there are several different definitions of charity care and uncompensated care, and there's some definitional confusion out there certainly on Capitol Hill. So for example, in IRS land, what does charity care actually mean? It means free care or the value of the discount that you're providing under your financial assistance policy that is required under federal law. So that's proactive, where the hospital's making the determination that the patient meets the financial assistance policy and they're either going to get free or reduced care. That's what charity care is. That does not include bad debt for patients that you've served and, and you can't collect on because they're broke or whatever it is. Now, Medicare looks at this differently. In Medicare land, uncompensated care for cost reporting purposes on the Medicare S-10 includes charity care, again meaning service to those who are uninsured, in essence, and that's free and discounted care. Plus it starts to count some bad debt. So that's how Medicare looks at it in terms of uncompensated care and determining how much a hospital would be eligible for under the uncompensated care fund that it's provided to hospitals. Medicaid is different as well. So uncompensated care under Medicaid, for purposes of determining the hospital specific dish limit, how much uncompensated care you can be compensated for under the Medicaid's disproportionate share program, that's different. Again, that includes charity care, again free and discounted care, plus your losses on serving Medicaid beneficiaries and any uninsured. So even just within federal law, you have the IRS and Title 18 and Title 19 of the Social Security Act looking at these terms differently. OK. So that's challenging for hospitals. The reality is that losses on Medicaid are very, very substantial for a number of hospitals, particularly high-volume Medicaid hospitals. And there are a lot of hospitals who lose a lot of money on Medicare, particularly on the outpatient side. So, you know, that's not getting counted and looked at. Certainly, the hospital associations are diligent in pointing that out to the Congress. But I think that losses on Medicare for the purpose of is that uncompensated care or not have yet to find a receptive audience to that argument on Capitol Hill. The other thing I just wanted to talk a little bit about is what does this all mean? Well, it means sort of like what I was talking about, one of the hospitals on Sanders list, which is if you are a hospital with a high volume of Medicaid in Medicaid expansion state, you probably don't have a lot of uninsured patients, which means you probably don't have a lot of pure charity care. So the free care that you're providing is probably to immigrants, whether documented or undocumented, and folks that you can't get eligible for Medicaid or other programs. But it's going to be a smaller number. That said, your uncompensated care, your losses on serving a large volume of Medicaid beneficiaries if your state isn't paying you at full cost, is going to be substantial. And so, you know, when talking about, you know, are hospitals meeting their community benefit standard and requirement, if all we're doing is looking at charity care, there are a number of hospitals that aren't going to look so good but are in fact doing the Lord's work and providing huge amounts of care at a substantial loss to their community and anchoring that care in their communities. I would also say that this is true with regard to children's hospitals. Most kids are covered, they are covered by Medicaid, they're covered by CHIP, the Children's Health Insurance Program, or they're otherwise covered under commercial. So you look at any children's hospital and you're not going to see a lot of charity care. You are going to see a very high Medicaid and CHIP volume, which very often is substantially underpaid. So I think it's really important for hospitals to tell the story that this is more about pure charity care and also has got to include when the Congress is looking at the commitment made by a hospital to the community, the uncompensated care, particularly from Medicaid.

Morgan Ribeiro: Jesse, anything you want to add to that?

Jesse Neil: I think that that's exactly right. And I also think it's helpful, even if the amount is one thing, the amount of dollars attached to an effort. But the board does really spend the time and narrowly tailored its outreach and investments to it, particularly vulnerable communities, or if there's a particular area or prognosis that is under-diagnosed, under-treated, they identify it and put together a plan to improve it and enhance it, and they can document results in terms of patient outcomes and access. That is worth a lot in terms of not just dollars, but just commitment to the concept of community benefit. And so you don't let the perfect be the enemy of the good. You don't want to just start with the number and try to get there. Start with your community, see what the service area needs, see what the secondary service area needs. And there might be a number of slivers or relatively small population bases that really could benefit from the hospital's engagement and investment. And that's really what it's all about. It should be not about the dollars, but about making a difference and serving a community in a way that for-profit enterprise might not prioritize. And so part of that's political, part of that is communications, but that's also good governance and it's also good risk management, I think, on the IRS.

Lisa Hawke: Yeah. I'd like to just tell a story to underscore the point that Jesse was just making. Illinois was an early adopter, early 2000, of a pretty aggressive sunshine law looking at community benefits from the state perspective. And well before the Obamacare 501 requirements, the state of Illinois and the attorney general were looking at and enforcing, OK, hospitals, what are you doing for the value of your tax exemption within the state? And so they required a community benefits plan predating the federal requirements. And I went along with one of my tax counsel partners here at Holland & Knight. We did a webinar on tax exemption for what was then sort of the equivalent of the Chicago Hospital Association. And one of the things that I did was to pull the initial report coming from the initial hospitals that had to do the filing. And one of the things that I observed was that some of the best filings and community benefits plans were the simplest ones, and they came from the hospitals in rural communities where the hospital partnered with the county and the city. And whatever it is, look at the five most prevalent disease states and create a plan over how as a community they were going to tackle those. Contrast that with some larger systems where I saw their community benefits report, and it was more, it looked like a marketing plan. OK, it looked like, hi, we're going to send our mobile van out to this community or that community, sort of begging the question, well, are you doing that for community benefit or for the volume that you're going to derive from the referrals coming from those screenings that you're doing? So sometimes the simplest is the best when looking at the community needs assessment and how you're going to best meet the community needs. Along those lines, during that webinar, I thought it was interesting. There was a suburban hospital CFO who raised his hand and said, well, Lisa, that's all well and good what you're saying, except we're in the suburbs, we don't have a lot of Medicaid, and so we're just not going to look that good relative to the amount of charity care and losses on Medicaid that we're providing relative to the benefit of our tax exemption at the state and federal level. And I said, well, great, you happened to be sitting next to the CFO of an inner city hospital that struggles to make payroll every two weeks. What can you be doing if you're sitting in the suburbs to partner and help those in the inner city that are really just trying to keep the doors open and serve their communities? So I think there's an opportunity for hospitals to think outside of their own service area in terms of meeting their community benefit obligations.

Morgan Ribeiro: Thanks for adding to that. And I think it's also important to note — and we've covered this on not as part of this series, but just others — I mean, hospitals and health systems have been under extreme pressure, particularly over the last three years since the pandemic. And many of those challenges continue to operate. You know, they're persisting, and hospitals and health systems have faced a lot of new financial headwinds and uncertainties as well. Think about Medicaid redeterminations and disenrollments. Congress considering new proposals to cut hospital payments. It just seems like a really hard time for hospitals to now have kind of one more challenge that they're facing around charity care and contributions that they're making to their communities when it just really seems like right now they're just trying to make ends meet for a lot of hospitals and health systems. So what do you all have to say about that in the timing around all of this?

Jesse Neil: My perspective process is think in terms of the board and fulfilling its obligations to both the organization and to the community. I think you're exactly right that the headwinds that community hospitals face or any hospitals that faced over the last several years are probably unprecedented. Just meeting payroll, meeting some of the staffing issues. Drug costs have gone up substantially, but there is some, I just think, some low-hanging fruit for most hospitals where if you have a committee or a subcommittee that's focused on this precise topic, they're charged with delivering work product kind of periodic basis, it's thoughtful, it's nuanced and targeted to their community, they allocate dollars to it and they execute on it and document that execution. One, it's the right thing to do. It's what they're there to do, and it's what they want to be doing and two, it's a much different conversation, if you do have an inquiry or a question from the state AG or the IRS to talk about, we are doing this, we are doing this for this reason, we have allocated these dollars for it, we have foregone other opportunities to do exactly this, it's a priority, we focused on it and we've made some progress in success, and that's a much different conversation than pulling out a kind of a copycat plan that has set, if not executed on, but not necessarily highlighted in board meetings and documented, and that's going to be just a much different conversation. And so I think, you know, starting small, find an opportunity to make a difference, document it, track it over time and prioritize it. It's a board responsibility, and you've got the resources there from your C-suite, you should to follow up and execute on that.

How Organizations Can Best Position Themselves Amid New Pressure

Morgan Ribeiro: Yeah, I mean, I just I think it's such a challenging time, and the timing around these investigations does not seem ideal or somewhat fair to hospitals right now. But so now that we understand the current landscape and the pressures that are faced by hospitals, what can leaders of these organizations do, you know, in particular, what can they do to best position their organization in the face of this renewed pressure in Washington? I know there's also things happening at a state level, but really focusing on the current and what's happening at a federal level. Lisa, I would love to start with you and get some kind of advice and direction from you.

Lisa Hawke: Well, I think Jesse talked before about having a community benefits committee. I think that's critical. Building on that, I think it’s important to have an external audit of what you’re doing within your hospital and your system to be compliant with current requirements, including looking at things like, you know, can you find the 990 anywhere on the website? How does a patient know about the financial assistance policy, things like that, but also starting to look not just at your current compliance and are you compliant, but also where's the puck going to be, where, they say, skate to where the puck is going to be? So where's that going? I think the external audit should be looking at things like is each hospital in your system individually meeting the current obligations and potential future obligations, or is it really on a system basis where you have one large teaching hospital that's sort of carrying the load, so to speak, for other more suburban hospitals whose charity care numbers are going to be lower and Medicaid numbers are going to be lower. 5 percent during Obamacare, that 5 percent was thrown around a lot. 5 percent of your revenues, are you devoting more than that to charity care? So there is certainly renewed talk about should there be a specific standard and requirement not for a system, but for individual hospitals. I'd take a look at where are you, your hospital relative to that 5 percent of net revenues standard that could be coming down. I would add, how much are you saving on 340B because the Congress is taking a pretty hard look at the 340B program and saying, well, OK, you hospitals are nonprofit, you get the value of a tax exemption and you get all these savings on 340B, so it's not just what are you doing for the value of your tax exemption, what are you doing for the value and the benefit and with the savings that you got from the 340B drug discount program, assuming that you're eligible for it. As part of the audit, look at these numbers relative to your CEO compensation. I hate to be the bad guy here, but that's what the Congress is looking at. So it's important to look at these internally. If you read the Sanders report, he goes right there to CEO compensation and makes some comparisons. Take a look at your collection practices. Are they compliant with 501(r)? Are, are they more aggressive than the evolving standard may be, such as putting liens on people's houses and things like that, and not making patients very, very aware of their potential eligibility for financial assistance policy. So those are just some of the things that I think are important for hospitals to be looking at. And I think it's best to bring in external counsel for the purpose of doing that so that it's not just your internal team patting each other on the back and saying, "oh great, we've done such a good job." Someone coming in with a different fresh set of eyes thinking through the existing standard and where that standard is evolving to is going to be really important as well.

Jesse Neil: I agree with, with all that, particularly getting outside counsel, outside guidance to do a gap analysis of sorts, having something. You really need something, if not quarterly, definitely annually to demonstrate your diligence as a board member with regard to assessing the regulatory enforcement environment and developing a plan of action to execute on it. That really needs to be reflected in the minutes, and then once your plan is developed, having a sophisticated partner in terms of communications resource. If you do come to a point in your organization where you desperately need community goodwill, it's too late to go and get it. You need to maintain it, you need to nurture it, and the charity care, it's hard to tease out the communications and the political component of this. There's opportunities every day to present information in positive, neutral, negative ways, and being proactive on that front, you know, there's tight margins for community hospitals and otherwise. But in my experience being proactive and investing in engagement, community engagement, using professionals on that front has warrant, it really does pay dividends, particularly if you get mentioned in an IRS letter.

Lisa Hawke: And communicate that to your legislators and government officials at the local level with regard to your property taxes, at the state level, with regard to your property taxes, income taxes, and at the federal level. I've been in numerous conversations with members of Congress who say, that's great, I hear that you're really struggling, but I just drove by the hospital when I was home over the weekend and I saw five cranes. So it's essential to be communicating what you're doing and what you're doing proactively to support your community, particularly if you're going to go in and argue against some kind of cut and say that we're struggling and we can't handle that. Those folks need to know on a day-to-day basis what it is that you are doing for your community. And I just want to underscore something that Jesse said, community partners that can vouch for what you're doing, that you're working with on a day-to-day basis, makes a huge difference in terms of validating the value and importance of your tax exemption.

Advice for Hospitals on Bernie Sanders' List and What Boards Should Prioritize

Morgan Ribeiro: Yeah, and you both have mentioned this, the hit list that came out in the Sanders list. Is there anything specifically for those folks that they need to be doing, any recommendations that you have for them?

Lisa Hawke: Get congressional investigative counsel and do it right now because that investigation is likely to come and all of these audit issues. The thing that a congressional investigative counsel does that's different from your typical litigation team: Personally, they know the players, they know how to answer the questions, and for someone who has never been through a congressional investigation before, this is what it looks like. You will get a letter from the committee that says, here's a list of 13, 14, 15 questions, and we need every documented policy, we need every email on these 13 subjects, and you have two weeks to provide them. OK, to which of course, your general counsel keels over and says, oh, my goodness. Congressional investigative counselor is routinely dealing with this type of situation, and the first thing that you do is you go in and say, we need more time, and then you have to do a pretty substantial analysis around privilege, what isn't privileged, how to be responsive and how to do it in as positive a way as you possibly can. And if you're overly aggressive with the people who are asking the questions, they don't really like that you want to be responsive. That is the first thing that I would do. And for anyone who's worried about whether they might get called up in front of the congressional committee, whether you're on that list that Bernie Sanders highlighted or you look like, you know, some of the folks on that list, get prepared in advance, because when you get that letter, you have very little time to work with. Even if you can get an extension from the two weeks, which you typically can, you just don't have a lot of time. And that is not the time where you want to be figuring out what you could have and should have done. You want to be thinking about those things now because once you're on the hot seat, you're on the hot seat.

Jesse Neil: I think that's exactly right. As a board member, you have a duty of care, that's competence and carrying out duties, exercise a prudent diligence, reasonable inquiry, reasonable care and skill to reach informed judgment. Your organization is listed in an IRS letter. You are obligated at that point to act appropriately to make a determination about your risk profile, take steps to remediate issues and prepare to communicate those steps internally and externally. That's just a bare minimum, I think.

Morgan Ribeiro: Jesse, I know something that you regularly engage with clients and are oftentimes hired by the boards of hospitals and health systems. Anything in particular or any advice that you would provide really targeted at the board and their role in this process?

Jesse Neil: The board members, as fiduciaries, are protected by the fiduciary rules by following basic procedural requirements and are insulated from personal liability, generally, both at the state and the federal level, by following reasonable diligence, documentation process. And they can really mitigate the risk to them personally if they can follow those. Work with counsel, outside counsel, preferably. Follow a process that documents and remediates, and it would put them in just a much better spot just to personal liability and professional standard.

Concluding Thoughts

Morgan Ribeiro: Anything else that you all want to add?

Jesse Neil: One thing I would say is I have, you know, this comes in cycles, and so I've had some people ask, is it real this time, and I think it is. And I think there are a few kind of telltale signs of that. One is it's bipartisan, and it's no giant leap to say that doesn't happen all that often these days in Washington. And that should perk up the ears of hospitals, hospital boards, hospital counsel. This is a serious matter, they're taking it seriously. Could be real policy impacts, real operational impacts to their enterprise and their mission, it's changing the healthcare. This is another headwind, and it really has to be taken seriously. It can't be, here we go again, that's no way to manage this one out.

Lisa Hawke: Yeah, I guess I would also say there are three major assaults right now that the hospital community has to contend with coming out of D.C.: the potential move to site neutral Medicare payments, which would soon be followed by Medicaid and commercial, and the 340 program and tax exemption. Those are the big three issues that hospitals need to contend with, so, I agree with Jesse completely, hospitals need to take this very seriously.

Morgan Ribeiro: Well, thank you both so much. I think this is definitely a conversation that we will continue to track as a firm and provide more information to our clients as this evolves. But you both provide excellent advice, and I think it's important for our hospital clients to really pay attention to this time, given a lot of, you know, what you both have mentioned. So thank you so much, guys.

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