May 8, 2024

Podcast - Navigating the Politics of a Public Hospital Conversion

Counsel That Cares Podcast

The second installment of a two-part "Counsel That Cares" series on hospital conversions features healthcare attorney Jesse Neil, public policy attorney Ty Jackson and Isaac Squyres, a partner at Jarrard Inc., a healthcare consulting and strategic communications firm. They dive into the complexities of converting public hospitals into private entities, discussing the importance of understanding regulatory frameworks, ensuring strategic governance and effectively communicating with stakeholders. Their conversation emphasizes the multifaceted issues at play, from adhering to board members' fiduciary duties to ensuring continued care throughout the transition to creating a communications plan that works internally and externally.

For a foundation on this topic, catch up with part one of the series: Conversions of Public Hospitals.

Narrator: You're listening to Counsel That Cares, a podcast series brought to you by Holland & Knight's Healthcare & Life Sciences Team. With more than 400 attorneys practicing across the healthcare industry, members of our Healthcare & Life Sciences Team are on the leading edge of industry developments. This series serves as your personal checkup on the multifaceted playing field of healthcare law and business trends.

Morgan Ribeiro: 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 two-part series on public hospital conversions, and we recently published an episode where I interviewed Jesse Neil from Holland & Knight and Anu Singh from Kaufman Hall, where we looked at some of the driving forces behind public hospital transactions, including conversions and the considerations public hospital boards and leaders should consider, given these current trends. And today we are going to record part two of this conversation, and we will shift our attention to some of the political communications and government relations matters that hospital leaders should consider as they navigate this nuanced process of a hospital conversion. Joining me today are Ty Jackson, Jesse Neil and Isaac Squyres. Ty is a partner in Holland & Knight's public policy practice and is based in the firm's Tallahassee office. Jesse is a partner in Holland & Knight's Healthcare Regulatory and Enforcement group, and it's based out of Nashville. And last but certainly not least, we have Isaac Squires, who is a partner at a healthcare consulting and strategic communications firm. So before we jump into this topic for today, I'd like for each of you just to share with our listeners more about your practice and specifically what you do as it relates to working with public hospitals. So I'll just go in the order of my introductions. Ty, you want to jump in first and tell us more about yourself and your practice?

Ty Jackson: Sure. So, broadly speaking, our Public Policy & Regulation Group assist clients in navigating the various state and federal regulatory landscapes that impact their day-to-day operations. That could range from working with legislative and executive bodies, federal and state, to craft or amend the laws or regulations that govern our clients' operations, to advising clients on compliance with those laws or regulations once enacted, down to defending them against actions by regulators regarding purported violations of those regulations. If that comes to be, though, public hospitals are themselves governmental entities, they're subject to regulatory oversight by a broad range of authorities, both state and federal, on the statutes that establish and govern their operations to entities such as the Centers for Medicare and Medicaid Services, state health agencies, and so on. Public hospitals are also most often subject to various state open government laws, such as public records and open meeting requirements, and their boards are generally subject to state or local ethics codes. We often assist the public hospital clients in pursuing or seeking change to the various laws and regulations that govern their operations, both at the state and federal levels, and assist them in understanding and navigating the various regulatory structures and requirements once those were in place.

Morgan Ribeiro: Awesome. Jesse, you want to kind of piggyback on that and tell us more about your practice?

Jesse Neil: You bet. Thanks for having me. I'm a partner in the Healthcare Regulatory Compliance practice group based in Nashville, Tennessee. My particular practice really focuses on the intersection between public policy and hospital healthcare operations. A lot of my time is spent advising boards and executives at public hospitals around the country on strategic options, strategic initiatives and then the structuring of those initiatives, working with stakeholders internally and externally. My background is both in public policy and also in-house at a hospital company.

Morgan Ribeiro: Alright, Isaac.

Isaac Squyres: You bet. Thanks. Isaac Squyres. I'm a partner at Jarrard, which is a strategic communications firm exclusively focused on healthcare providers. As Morgan said, my practice focuses on issues and advocacy. I lead that service line for our firm and specifically spend time focusing on helping clients through their most challenging and opportunistic moments, where they are navigating politics and policy and internal and external constituencies to advance their most important objectives. And I think this topic of the public conversion certainly speaks to a moment of challenge and opportunity for hospitals around the country.

Morgan Ribeiro: Great. Perfect introduction. And as our listeners can see, you guys bring a lot of perspective and experience and expertise to this conversation. As a recap, on our last episode, we spoke to Jesse and to Anu Singh from Kaufman Hall about some of the challenges and shifts that public hospitals are facing at this moment in time and the different options that are available to them. Anu covered a lot of data points that paint the picture for why this is happening and the solutions that are available to hospitals. And given that conversation, it's easy to see that hospital leaders across the country are at a crossroads right now for a number of reasons. But let's just say that for the purpose of this conversation today, that once the hospital has decided that they want to move forward with exploring their options, or maybe they've even decided that yes, it's time we want to convert from a public hospital to a profit entity, now what? These are not easy processes. They are complex. They involve a lot of steps, a lot of constituents. And the structural challenges that the hospitals face today require very creative, strategic thinking and nimble decision making on the part of both management and the boards. And while most hospitals are wise to engage expert professionals like yourselves — brokers, lawyers, communications experts, public policy experts — there really is no template for an organization to follow as they embark on this process. And that's something we often say, right? And, you know, you've seen one of these, you've seen one of these. And while there are, you know, some lessons that we've learned and some tips that we've learned along the way and working with hospitals across the country, every one of these processes looks different and has its own nuances. And we can certainly use some common themes and things that we've learned along the way. So to get us started, Jesse, I want to first turn my attention to you. You're often brought in by the boards and leadership of hospitals who are maybe just thinking about this. They're looking at this for real strategic and structural changes in how the hospital or system operates. Can you tell us more about how these conversations typically start and what you advise boards to be thinking about, particularly from a governance standpoint?

Jesse Neil: Sure I'm glad to. And that's exactly how the process usually gets kicked off. A board member or a leadership member will reach out to me and advise that they have, you know, encountered competitive pressures, reimbursement pressures, strategic planning kind of headwinds that they want to dig in and see if there are alternative approaches, that their system should consider and pursue. And it really is driven by their role as a fiduciary to the organization, through these to both the hospital and the hospital's mission, which is really, really critical. And a lot of folks don't realize that they have a duty of loyalty and of care and obedience to the mission itself. And what are they going to do to protect and preserve and maybe even expand that mission at the hospital? And in terms of my role, you know, process is king. It's important to get to the right substantive strategic plan, but it really is important that the board put together a coherent approach to evaluating the status quo and then alternatives to the status quo, and then delineate the factors that make up a particular structure. Pros and cons for that organization. For any structure, there's going to be upsides and downsides. For example, if you're a public hospital system, you may qualify for supplemental payments. But you're also going to be subject to sunshine laws and to other governance issues that a private hospital wouldn't be subject to. And importantly, the factors, the pros and cons and how they weigh, are not static. They'll change over time. So, a system that was public in nature 20 years ago, 10 years ago, or even two years ago, how the pros and cons of that structure impact, the community impact, the hospitals operation, will change. And so it's important to get a very deep understanding of the status quo, get a snapshot of where the hospital is, and then compare that to where they want to go. Do they want to be regional in nature, or do they believe they're going to have competitors? Do they believe that they'll still be a sole provider in their, in their market? And then deciding, you know, how to get from A to B. What is the best structure? What have others done? The case studies are important part of that, of that process. And comparing it to what resources are available in the community, is it a growing dynamic economy? Is more static? What are the employment trends? Are individuals moving to the service area for jobs or are they not? And take an inventory of the, the opportunities that particular market has and really marrying that up with where they think that they need to go in terms of a strategic initiative. Particularly with public hospitals, there's going to be deep engagement, not just with community stakeholders, but policymakers. Typically, you'd see a vested interest from the county of the county commission. Sometimes these public hospitals have publicly elected boards. Other times they're appointed by a county or a legislative body, sometimes even a judge. And so you'll need to make sure that you get in that deep dive process. You know, once we decide what direction we want to go, how would we do that in terms of the legal landscape? Do we need to change state law, or do we need affirmative vote from a group of county commissioners? You know, what are their interests? What're their, what are their political views? And it really has to inform the not just the substance of the strategic plan that you want to move towards, such as conversion to private, private, not-for-profit status, but also, how you, how you message and engage with those individuals to see, you know, what is it that they think that the community needs and how will this help accomplish it? And so the good takeaway, in my experience, is that unlike a lot of aspects of these transactions, you can't take out the legal issues, you can't take out the public policy issues, you can't take out the communications issues. They're all intertwined in a good fiduciary process. Evaluating your structure and where you want to go also will help inform communications, risk management, timeline, political advocacy, a good process and good legal analysis, will help inform each component of the process. So maybe I'll pause there.

Morgan Ribeiro: Yeah. No that's perfect. And I think of course we'll get, we'll dive deeper into a number of the things that you have touched upon, like Ty and his expertise and kind of engaging with the different political bodies and government officials, as well as with Isaac on the communications front. Real quick, just as we think about kind of the role of the board and their responsibility as a fiduciary, do you want to give us just a quick blurb on — and I know you talk a lot about this when you're working with boards — duty of care, duty of loyalty, duty of obedience. You know, what they need to be thinking about and respect in each of those areas.

Jesse Neil: Sure. The duty of care really comes down to making responsible and informed decisions about providing oversight of operations but also more of strategic planning, and informed decisions is really the key piece there. They need to constantly be evaluating themselves, evaluating the market, evaluating the cost and evaluating what competitors are doing. It's the opposite of static. It's dynamic, and you need to really keep in touch on each of those points in terms of your duty of care, to make sure you can help lead the organization. Duty of loyalty. You have got one: Do your duty. And that's to the hospital and its mission. You know, that implicates conflicts of interest or self-interest. And so that's important that those are managed and disclosed when you're going through this process. And duty of obedience, you have to be obedient to the mission of the organization, the policies, procedures and particularly the bylaws, the articles of incorporation. You have a duty to maintain that relationship, and it's an enforceable duty. And how it's enforceable changes. In a number of states that would be overseen by the state attorney general. And so, to the extent that there's a transaction, for example, that's approved in some states by the attorney general itself, in that case in particular, you'll want to make sure that your fiduciary duties are well documented and how you've tracked your process to, to fulfill them.

Morgan Ribeiro: Great. Well, I think you've touched on a couple of things that I want to know. I'll turn over to Ty and Isaac. As you think about the considerations of the board and management, two of the things that you mentioned, one was around consideration of any regulatory or governmental bodies who will need to approve this process, as well as making a plan to communicate with all constituents. That's anything from internally, you know, positions employees down to the public media relations and following through on that plan regularly. So, Ty, I want to turn things over to you. Can you discuss what considerations hospital leaders need to make as it relates to the local government approvals and the various governing bodies at a local level?

Ty Jackson: Sure. So there are various structures that these public hospitals can take. So they might be established by a city or a county or by the state as a special district. For example, some may serve only a particular metropolitan area, some may serve a county, part of a county. Some can serve multiple counties. Some of these systems even can span across state lines. So these systems are also, at least initially and for the most part, today, operate as a safety net type provider in the communities that they serve. And by that I mean that they're there to ensure the care that's needed in that community, whatever the community may be, whether it's a city, county, multiple counties, is being provided and especially to the underserved populations in those areas. The folks that populate these boards are generally either elected from the communities that they serve or appointed from the communities that they serve. And so there's a public interest in, in the services that are being provided by those organizations. And so when you're talking about potentially becoming private, for example, there's going to be still that public interest in the ongoing operations of those entities to make sure that those safety net type services and the mission of that organization to serve those communities remains going forward. In that, you're sometimes, you're going to look, OK, what are some of the other local government or equivalent governmental entities? And by that I mean what other governmental authorities might have the same geographic boundaries. So example, they're serving the same population. Is that a city? Is it a county? Are there multiple counties? Is it at the state level really? And so looking at that, you know, if you have a special district, for example, that serves a county population within the boundaries of a certain county, the county commission in that county might be a good local organization or local government entity to kind of carry on the oversight and ensure that those programs and services would be provided going forward on a forward basis if the entity were to convert to private. So interacting and engaging with those local government officials to get buy in, you know, help them understand why you're looking at these considerations. What has the board looked at that caused the board to think this might be a viable option, better than the status quo? I think this has been mentioned in the prior podcast, and today, you know, status quo is a choice. It's not, you can't just sit there and do nothing. So as you're looking at the options, status quo versus into the future, having that local buy in from the other governmental entities that might have an interest in overseeing and protecting that mission, that's going to be crucial as you try to move forward on one of these projects.

Morgan Ribeiro: So are you going to the local body? Whether or not it's a county or city or a special district, are you going to them first before you're going to the state for these conversations, or what does that sequencing look like?

Ty Jackson: It can depend. I think, in some instances where the idea for conversion really starts locally with the board, you know, reaching out to those entities at the forefront can be very helpful and useful. In other cases, the impetus for looking at potential conversion might start with the state legislature. Maybe the legislature says, hey, you know, we want to look at whether these public hospital districts that were established 30, 40, 50, 60 years ago, is this still a good idea? Should there be other options that are available? And so, you know, it could actually, the genesis could come from the state legislature. And in that instance, maybe that's in place. And then you go to the local government and say, hey, here's an option that's been made available to us. We're wanting to explore that. Would you engage with us and talk about what that could look like.

Morgan Ribeiro: Right. On the state front we have worked with several hospitals over the last couple of years that have converted from being a public entity to a 501(c)(3), which has required state legislative approval. And of course, in every state, that process even looks different. But generally speaking, what does that look like, and what should hospital leaders be prepared for as it relates to state approvals?

Ty Jackson: Yeah. So as I mentioned, a lot of these public hospital and health systems were established by state legislatures. So there's an enabling act. Again, some of these were 30, 40, 50 or longer years ago. And that enabling act really tells that entity what it can do, the scope of its operations, the purposes for why it's there. The boundaries within it must operate sometimes geographically, sometimes scope-wise, the types of services, for example. So, you know, each one of these is different. I mean, if you just look at Florida, where I'm based, I mean, you have districts that are limited to a certain portion of a county. You have districts that are limited to a county. You have districts that may have started in a county, but they're able to go outside of the county. So it's all across the board. And so, you know, you need to look specifically at what the boundaries are, what the guidelines are for the entity that you're looking at. And in the case of special hospital districts, for example, you're going to need to go to the legislature because most of those — I'm not aware one that included it originally — but most of those did not contemplate a conversion to a private nonprofit entity, for example. So you'd have to go to the legislature to get authorization for that. Some instances, it may already be in state law. Elsewhere, it may say, hey, if you're a special district of any kind, perhaps you have the opportunity to convert. But you know, that I think is going to be the rare occasion. So you're going to have to go to the legislature and say, hey, we like the authority to explore these other options and get that through the legislature before you can really undertake and consider that as a potential option.

Morgan Ribeiro: All right. And then what about the voters? I know in some cases there's a referendum. What does that look like?

Ty Jackson: So again, I think that's going to come down to the specific entity you're working with. Some of those enabling acts require certain actions by those districts to be taken and approved by voter referendum. Some of them are able to levy taxes, for example. Sometimes the tax, if you're wanting to increase the tax, that might need to go to a referendum, for example. So again, I think looking at it on a case-by-case basis, what's required here. Also, you know, let's say your enabling act doesn't mention referendum and you're in discussions with the what, the legislature, the state legislature and also the local authorities. And there's a question of, OK, what's the best way to make sure that the public continues to have a voice in the ongoing operations? Is that best to have them approved on the front end through a referendum? Is that best to have some commitments that are being enforced by a local government authority that will continue, say, for example, the county, and if that's going to be in place, maybe we don't need the referendum. So looking at that, working through the process, what's the best way to protect that public interest and that public mission, the commitment to the programs and services going forward. Some instances, may be a referendum. Some instances it may not.

Morgan Ribeiro: Awesome. So, Isaac, I know your team, you and your team are very involved in all aspects of what's been covered so far, both inside and outside of the organization. Often people really think about, I think, communications, about public relations. You know, we put out a press release or engaging with the media, but really need to think about all facets of communications along this process. And starting with, how do you even get everyone on the board and management team on the same page and then engage and educate on this topic both internally and externally? So first, what are some of the internal considerations that you look at as you're kind of putting together a communication strategy and implementing that communications plan?

Isaac Squyres: Yes, it is, as has been, noted in the first podcast. And even here, it's what we've talked about so far. It is complex. And so the first real consideration is to clarify and develop a concise and cohesive picture that explains the process and, importantly, explains the context that exists for the organization. The why, if you will, of why it is considering this type of action. And so I think the first step really is to develop the narrative, the story that is based in fact and clearly lays out the context, clearly lays out what the process is going to be, so that everybody is on the same page with regard to what the steps are and the reasons that the entity is exploring the process. As has been noted, you know, there are tradeoffs. And so we want to be responsible and transparent about the process that we're going through all along the way. So the first step is really getting everybody on the same page, so that there's clarity around a concise way to tell and explain what we're going through. I think, you know, one of the things on the internal side in particular, the mission of the organization in these public hospitals, the safety net hospital mission is something that's really near and dear to, everyone in the community, but particularly to people who work there. So thinking about how to engage with specific constituencies inside an organization. Physicians are incredibly important. There are oftentimes a number of things that are particularly important to physicians: sovereign immunity, retirement programs, things like that. So we want to be very clear in communicating what the implications might be and what the solutions are that an organization may be considering to some of these things. Nurses, another really important audience, really critical to bring our people along in the process from the right point in time, from the beginning. Right? We don't want to be in a position where someone could say, well, we don't really know what's going on. That's why we really work hard to develop a drumbeat of communications that is, you know, delivered by leaders in the organization so that everybody understands what the process is, what the context is, what this means for employees, what it means potentially for the future of the organization, always with that mission in mind, I think, is sort of a north star for the kind of messaging that we need to develop in these kinds of situations.

Morgan Ribeiro: And then I imagine, I mean, it’s got to be pretty tight in terms of when you're communicating internally, especially, you know, these public hospitals where a lot of things are in the sunshine. So internally is but basically externally and, you know, how do you get those messages kind of, you know, woven together. So from an external standpoint, beyond public relations, what work needs to be done to really thread that needle and communicate this with all external constituents?

Isaac Squyres: Yeah, it's an excellent point. I mean, in today's day and age where an internal communication — say, you know, an update from the CEO to employees and team members — can be immediately forwarded to the media. Right? We want to make sure that we are keeping all of our external stakeholders engaged along the way. So, you know, oftentimes, as has been noted, that, that starts with policymakers and elected officials sort of following the no surprises rule. We want elected officials and policymakers to understand where we are in the process, where we're going have a place to be able to turn to, to have their questions answered. Community leaders are critically important. I think the — I sometimes refer to them as the chattering class. The folks who drive public opinion in, in an area, we need to be really mindful of identifying who those people are and having a plan to communicate with them on a regular basis. So again, so that there are no surprises, so that they understand the context, they understand where the organization is going, the why behind it. And of course, you know, engaging with the media is important. Oftentimes one of the tools that we use is to develop a single source of truth that is applicable for both internal and external audiences. It's a place where the process can be described, questions can be answered, facts can be conveyed. And we find that to be really, really valuable for both internal and external audiences, to keep everybody apprised of where we are in the process.

Morgan Ribeiro: Right. So I want to talk about you all are working together in tandem throughout this entire process with folks like Anu who we spoke to in our last episode. I mean, can you talk about how communications, lobbying, legal, finance, all these groups are working together alongside the board and management, and in some respects, I think sort of checking each other right? You know, whether or not it's OK, finance has come up with this sort of conclusion and the options and all the data. How does that data get distilled in a way that's, you know, communicated more clearly and distilled in a way that physicians or nurses or the media can understand that information. So I'd love to hear more about kind of the dynamic. And are you guys usually brought in at the same time or is that kind of the ideal scenario?

Isaac Squyres: Well, somebody is always brought in first, in my experience, and it kind of depends on the situation. And I think the key is to have a real team approach where, you know, the financial advisory, the legal team, the communication team are communicating regularly and aware of what's going on in, you know, in real time basis, as has kind of been described. I mean, I think that this really goes back to the complexity of the issues that are involved. And each sort of adviser has their own area of expertise. And by working together, we're really able to maximize the strengths of each of the kinds of advisers that an organization needs. Again, so that story, so that context and the why can really be explained very clearly. We kind of describe it as hand in glove, coordination and communication.

Jesse Neil: A good example of that dynamic is when the board is evaluating its current structure, looking at alternatives, and when you look at alternatives, you necessarily have to look at the costs and the benefits. And for better or for worse, on the front end, a lot of the costs associated with the conversion are pretty well as potato. And so you'll have a price tag, if you will, this developed. But then you have to look and come up with strategies that you think that you're going to be able to implement under a new structure that you can't do today. And that is more abstract, more hypothetical. And so it's critical that when you're communicating the rationale, the why, you know, the strategic benefits, if you will, that you have someone like Isaac and you have someone like Ty who can help you one, establish credibility in the community. You know, if that's the first time you're engaging with the Chamber of Commerce or some of the other stakeholders in the community, it's going to be really difficult to introduce yourself and explain why we're needing to go from A to B, so you need to have just an ongoing engagement with your community. And then two, when you're communicating about where you're going to go, having someone who can take those legal concepts, whether it's a joint venture, or whether it's other, legal structured around partnerships, lawyers sometimes don't communicate those in a very compelling way. So having someone like Isaac there who can help you develop and stay focused and tailor it to the constituents, that's that, that, that they need to hear, that's a critical, critical part of the process.

Ty Jackson: I would just add on to what Jesse and Isaac have mentioned with another example. I mean, in terms of the legal and the, in the Kaufman Hall finance side and the communications, for example, public entities have a certain set of rules that they have to follow that may not be applicable if it were a private nonprofit. From public records to sunshine, limitations on contracting with nonpublic entities, limitations due to ethics codes and other considerations on the ability to even contract with their own, employed physicians if they wanted to have like a special joint venture or special team arrangement somewhere outside of the, of the main structure of the hospital or health system. So understanding what are our legal requirements or limitations under this current structure, what would those be or how would they be different under a different structure? And then someone like a Kaufman Hall to take those boundaries and kind of put dollars to those, put ideas to those. What could you do if you no longer had that limitation? What are the options for that? What does that look like for you in terms of revenue? And then to Jesse's point, you know, having someone like Isaac who can then, you know, take that and be able to communicate to the community or help even communicate with the board. Here are our options today. Here are the options in the future. Here are how those two things shake out differently in terms of revenue opportunities or, you know, the ability to provide additional services to the community over what you're able to provide today to fill gaps that you may not have the opportunity today to fill, because you can't go outside that boundary, or you can't have that kind of partnership, or you're limited in what you can discuss, because all of your meetings are subject to sunshine, and you don't want to necessarily give your competitors a roadmap to where you're, you know, where you're headed in terms of strategy. So being able to understand what the limitations are, being able to operationalize those, so to speak, through like the Kaufman Hall analysis and then have the ability to message that appropriately. I think if any one of those is missing, it makes it incredibly difficult to get the message across that you're trying to convey.

Morgan Ribeiro: So, I mean, I think you guys have painted a really good picture of the fact that these, you know, conversions. It's no easy decision, I think, that the board and management teams have on their hands. But at the same time, I think there's just a lot of literature, a lot of data out there on the fact that this world is changing and it's evolving. And as Ty mentioned earlier, I mean, a lot of these public hospital districts were established 50, 60 years ago. And it's, we're in a very different world than we were, you know, half a century ago. And so, you know, I think I'd love to hear from you all just in terms of those hospitals that you all have worked with that have been kind of shepherding through this, this process, you know, any kind of things that you've learned along the way, in terms of working with those boards that have made this decision early on and not in a reactive standpoint.

Ty Jackson: I would just comment — and I know that this has been said a number of times, in public meetings we've had with our clients talking about these conversion issues, adoptions — every case is unique. If you've seen one, you've seen one. And I know we've said that, but it's true. And in every instance, I mean, my particular, you know, a lot of experience in Florida working with a lot of different special districts, and every one of them is different, even though they're all in the state of Florida. They're very unique. Some have taxing authority, some have more taxing authority than others. Some have no taxing authority. Some have specific geographic boundaries, some don't. And so those are just examples of, you know, in every instance you have to look at what are the supplemental payment streams that we have? What would we be able to have or not have going forward? What are the tax revenues that we have or don't have? What are the limitations on boundaries that we have or don't have? Every situation is going to be unique, and every board is going to have to look at it from that perspective. OK. This aspect may be similar or something we've seen elsewhere, but when you put all those variables together, no two are going to be alike. And having the board, you know, be aware. OK. Look, a lot of folks I think are starting to look at this now because I think if you look, over the last 20, 30, 40 years, there aren't a lot of new public hospital districts or systems that are coming on board. It's really been more in the other direction because in a lot of areas, the purpose and the goal of that public system when it was started may not still be the case today in some areas. It's absolutely going to continue to be the case that without the tax revenues and the public support and the ongoing supplemental payments and things of that nature, a particular area may not be able to provide those safety net services and make sure that the care is there. So I think it's absolutely going to be critical in some situations that public structure be maintained and others it's not. And it may be beneficial to make the change. But I guess the critical thing is boards need to be looking at that and considering that on a fairly routine basis. What is best? Is it best for us to stay where we are or best to do something different? Because both of those things are a choice. Choosing to stay where you are is a choice. Choosing to do something different is a choice. And so being constantly mindful of that and looking at the landscape and what's available, I think, is critical for all these boards that they're looking at this issue.

Jesse Neil: I'll just say, too, as daunting is the process can seem and in the fact that it can take sometimes, well, years, to, to accomplish, one thing I will note is that, you know, fiduciary duties aside, in my experience, board members joined the board because they want to make a difference. They care about their organization, they care about the community, and they want to make a difference in a positive way. And if you're a public hospital and if you know that you're going to need to operate in a different way two years from now, five years from now — and I think almost everybody believes that to be the case — evaluating and then moving forward with the conversion, the impact you make in your community is really second to none. It's a once-in-a-lifetime opportunity to enhance care, enhance access, really become a tailor-made organization for where your community is now and where it's going to be in the future. And so as challenging as the times are, it is really a great opportunity for proactive leaders to really make an impact in their county, in the region. And it's just great to see that in, today's operating environment.

Morgan Ribeiro: Isaac, anything else you'd like to add to that?

Isaac Squyres: I think that the organizations who are constantly looking at what the future is and making smart, thoughtful changes based on good information and the right kind of analysis, those are the organizations that are going to be successful in a very complex environment. And I agree with Jesse. I mean, the mission that these organizations have is extraordinarily important. And so doing the right things to secure the future of that mission, there really is no greater impact that a board can have to secure the future of healthcare and to secure that mission moving forward. And that's why it's so important to do it the right way and to have the right kind of process and the right kind of team in place to be walking alongside a board and a leadership team as you go through this. It's really meaningful work because it makes healthcare better in communities, especially as we look to the future and the continuing evolution of a really challenging and dynamic industry.

Morgan Ribeiro: Well, I don't know what better way to end this conversation. You know, I think you guys have painted the picture. It's, these can be, you know, interesting times for hospitals. I think walking this process alongside them, having the right advisers, having the right, you know, board in the in the place to make these decisions and to lead the organization forward. While it's challenging, I think it can also be really exciting and meaningful work, as you said, Isaac. So I appreciate all of you joining me today for this conversation and look forward to more.

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