Don Stuart

Don Stuart advises business owners, general counsel, in-house tax officers and financial officers on complex tax and business issues, helping them find practical, understandable solutions and then carry their goals and strategies through every stage of implementation. Based in Nashville, he counsels companies, private equity investors, financial institutions, healthcare organizations and tax-exempt entities on mergers and acquisitions, tax planning and nonprofit matters.

Transactional tax work is at the core of Don's practice. He advises on mergers, stock and asset acquisitions, joint ventures, initial public offerings (IPOs), liquidations and dispositions, spin-offs and tax-free reorganizations, combining business, legal and tax advice so deal structure supports ongoing planning and operations. He also counsels financial institutions and borrowers on finance transactions and advises on tax coverage under representation and warranty (R&W) insurance for acquisitions.

Healthcare is a significant area of focus for Don. In hospital and other healthcare transactions, he helps investor-owned and tax-exempt organizations understand how tax law shapes deal structure, and he negotiates and drafts the related transaction agreements. His work extends to management and professional services agreements and the acquisition and joint venturing of physician practices.

Nonprofit and tax-exempt organizations turn to him on board governance, conflicts of interest, joint ventures, intermediate sanctions, exemption applications and Form 990 issues, and he advises private foundations, including corporate-owned and company-sponsored foundations. For tax-exempt hospitals, Don guides compliance with Section 501(r) requirements, from community health needs assessments and financial assistance policies to billing and collection limitations.

He also advises on forming LLCs, partnerships, real estate investment trusts (REITs) and S corporations, as well as on private equity and venture capital financings, drafting and negotiating operating, partnership and joint venture agreements. When questions arise with taxing authorities, Don represents clients before the IRS and state tax authorities in audits and appeals and in obtaining letter rulings.

Don previously chaired the Tax and Finance Practice Group of the American Health Law Association and speaks and writes frequently on tax topics. That combination of transactional, healthcare and tax-exempt insight allows him to help clients make sound tax decisions and see them through from planning to execution.