Corporate Governance and Compliance
Our firm has long been a leader in the development of corporate law in North Carolina. Robinson on North Carolina Corporation Law (7th ed.) is the state's leading corporation law treatise and was written by our founding partner, Russell Robinson. Our firm’s strong reputation in the field of corporate law is built on the novel legal and business solutions we offer to our clients—solutions based on a thorough understanding of North Carolina corporate law and governance issues. Our expertise has drawn clients to the firm to handle transformative corporate transactions and to advise on strong and effective governance structures.
We offer comprehensive services to health care clients in the development of business policies, compliance plans, corporate bylaws and committee charters. We work closely with in-house counsel, board chairs and compliance officers to address the corporate law and tax-exempt aspects of governance. We focus on the practical aspects of designing a governance structure that allows informed, responsible and responsive decision making.
We also have extensive experience in advising hospitals chartered as hospital authorities under North Carolina law and hospitals owned and operated by North Carolina counties under N.C.G.S. § 131E.
Fraud and Abuse Counseling and Compliance
Our firm has extensive experience providing practical, cost-effective assistance to our clients on business matters and transactions to address health care fraud and abuse risks. We counsel clients on compliance matters under the federal and state self-referral laws (including the federal Stark Law) and anti-kickback laws (including the federal Anti-Kickback Statute) in a number of areas including the following:
- Joint ventures, mergers, acquisitions, strategic alliances and other transactions
- A wide range of agreements, including medical director agreements, professional service and independent contractor agreements, exclusive services agreements, call-pay arrangements, management service agreements, joint venture documents, equipment leases, office leases and supply agreements
- Hospital-physician recruitment arrangements
- Physician incentive compensation plans
- Internal audits and submissions under governmental reporting regimes, including the CMS Voluntary Self-Referral Disclosure Protocol (SRDP)
We also work with clients to develop and maintain compliance programs that include formal systems and procedures to manage the regulated environment in which health care organizations operate. Our clients are implementing compliance programs in response to a number of factors, including the notable increase in federal resources devoted to fraud and abuse prosecution. Our work in this area begins with the design of the procedural components of a compliance system that includes the compliance officer, compliance committee, compliance manual, employee hotline and initial employee training. We typically work simultaneously on substantive legal areas by reviewing current practices and by educating key employees about anti-kickback and self-referral laws, antitrust laws, private inurement issues, issues surrounding director conflicts of interest, employment laws, income tax matters and other pertinent legal issues.
Licensure, Accreditation and Certificate of Need
Through our extensive transactional work with health care clients, we provide advice on facility licensure, accreditation and certificate of need (CON) requirements. We work with clients in the business formation stage to identify licensure and CON requirements and to assemble filings and applications. For operating businesses that experience a change of ownership or change of control, our work focuses on requirements to notify regulatory agencies of such changes or to obtain new licenses and make additional filings.
Tax Advice for Tax-Exempt and For-Profit Entities
Our tax lawyers in the health care area have broad experience advising both for-profit and non-profit entities to achieve optimal tax structure and accurate tax reporting. We have successfully counseled numerous clients through the tax-exempt ruling process and regularly advise them on tax-exempt compliance issues, including intermediate sanctions and unrelated business taxable income (UBTI).
Our tax lawyers also provide advice on structure and tax implications for joint venture and mergers and acquisition transactions among for-profit entities.
Litigation, Investigations and Enforcement
Robinson Bradshaw has one of the most highly regarded trial and appellate practices in North and South Carolina. Our lawyers have prosecuted and defended nearly every kind of business dispute, appearing before juries and judges in the state and federal courts, before arbitration panels, and before state and federal regulatory agencies. The firm’s litigators have handled large and important litigation for our health care clients and have developed a widely recognized expertise in handling complex litigation. In addition, several of the firm’s lawyers have substantial experience in managing sensitive internal corporate investigations and in assisting clients in responding to governmental investigations and inquiries.
Some of the litigation matters on which we regularly represent and counsel our health care clients are:
- Antitrust and unfair trade practices disputes and governmental investigations arising in the context of hospital mergers and purchases of physician practices, including claims and enforcement actions arising under the Sherman Act, the Clayton Act, the FDC Act, the Robinson-Patman Act, the Hart-Scott-Rodino Act and state antitrust law. We routinely advise our clients on matters that are receiving priority from enforcement authorities and on “safe harbors” promulgated by those authorities. We have also conducted antitrust audits of our clients and assisted them in developing programs for antitrust compliance and document retention. The firm also handles commercial and contract litigation, including disputes over financing agreements, licensing agreements, joint ventures and other contracts.
- Employment litigation, including disputes over termination of employees.
- Corporate, partnership and shareholder rights litigation, including a wide variety of disputes arising out of the planning, organization, financing and operation of health care entities.
Antitrust Counseling
Our antitrust group has extensive experience in counseling health care providers on provider networks, mergers and acquisitions, joint ventures, exclusive service arrangements, group purchasing organizations and Hart-Scott-Rodino reporting. We assist clients in developing structures and practices to minimize antitrust challenges of price-fixing, group boycotting and market allocation, and we represent clients in defending themselves against those challenges when they arise. In particular, we counsel a major North Carolina health system operating under a North Carolina Certificate of Public Advantage and provide advice to clients under the guidelines set forth in the Department of Justice and Federal Trade Commission Statements of Antitrust Enforcement Policy in Health Care.