Health Care Alliances And Conversions: A Handbook For Nonprofit Trustees

The guide for decision makers, a how-to-do-it manual for every nonprofit hospital director in America. Our country's health care will be much improved if directors buy and read this book.
?Phillip L. Isenberg, of counsel with the firm of Hyde, Miller, Owen & Trost, former California State Assemblyman and author of California's law regulating the sale or joint venturing of nonprofit hospitals with for-profits

Health Care Alliances and Conversions provides nonprofit directors, trustees, and executives with practical advice for understanding the numerous forms of conversions including the most controversial type of transactions?joint ventures with for-profit chains. In concise and non-legal language, the authors explain directors' fiduciary duties in these complex conversion transactions. The book clarifies nonprofit directors' and trustees' responsibilities to the communities they serve and offers solid recommAndations on how to manage the conversion process without damaging reputations. The authors describe how to create marketing and valuation strategies that will meet the legal standards enforced by government regulators. This book is filled with easy-to-understand charts and tables, providing a summary of the legal duties that apply to these complex transactions.

JAMES R. SCHWARTZ is deputy attorney general with the California Attorney General's Office. He is the author of the California Attorney General's Review Protocol for Ownership of Control Transfers of Non-Profit Health Facilities and the principal drafter of California's hospital conversion law. Since 1995, Schwartz has had primary responsibility for overseeing all conversions of nonprofit hospitals within the state of California. H. CHESTER HORN is a deputy attorney general in the Charitable Trusts Section of the California Attorney General's office. Horn drafted the regulations implementing California's hospital conversion law and is coauthor of Deal Makers, Deal Breakers. Horn has reviewed more than a dozen hospital conversions valued at more than $1.5 billion.

AcknowledgmentsThe AuthorsForewordIntroduction
Introduction
Fiduciary Obligations
Duty of Obedience to Charitable PurposeStep 1: Find Out to Whether You Can Convert Your Hospital at AllStep 2: Determine How You Can SpAnd the Charity's Money
Duty of Loyalty
Duty of Due Care
Conclusion
Strategic Planning
Get the Board Involved Early
Identify the Legally Permissible OptionsDetermine RestrictionsAvoid Common Errors
Assemble the Right Team of Experts to Work with Your Management, Identify the Problems, and RecommAnd Solutions
Shape Your Options to meet Your Goals and Work with Your CommunityMeeting Your GoalsEngaging the Community
Give Yourself Enough Time to Make a Reasoned Decision
Conclusion
Planning for the Post-Conversion Charity
Goal 1: Educate the Affected Community and Involve It in the Decision-making Process
Goal 2: Create a Structure for the Post-Conversion Charity That Is Consistent with Your State Law
Goal 3: Create a Charitable-SpAnding Plan for Your Post-Conversion FoundationThe Historical-Services OptionThe Charitable-Component OptionThe Supporting-Organization Option
Establish an Investment and Management Structure for the Conversion ProceedsStep 1:Setting Your Investment GoalsStep 2: Selecting an Investment AdviserStep 3: Establishing Written Investment Guidelines That Include DiversificationStep 4: Monitoring Investment PerformanceStep 5: Negotiating Terms to Protect the Charity from Loss or Excessive Fees
Conclusion
Selling Your HospitalThe Sale ProcessGetting the Right Advice at the Right Price: Marketing and Valuation Experts, Negotiating Expert FeesAvoiding Conflicts of InterestObtaining a Formal Valuation: Necessity, Timing, Source and CostUnderstanding Valuation Advice: Fairness Opinions and Valuation Opinions, Valuation MethodologiesMarketing Your Hospital: Soliciting Interest by Buyers, Getting the Bidding Started, Auction Sales: Optimizing the Possibility of Obtaining Fair Market Value, Single-Bidder Sales: "Shopping the Deal" and Protecting the Price, Choosing the "Best" OfferDocumenting the Agreement: Letter of Intent, Definitive AgreementConclusion
Joint VenturesKeys to a Successful Joint-Venture AgreementThe Typical Joint-Venture Model: Advantages, RisksPolicy AnalysisInvestment Analysis: What Percentage of Your Assets Will You Invest? Will Your Returns Equal the Value of the Assets You Invested? Could You Do Better Elsewhere?Process: Understanding the Issues, Get Fair Market Value, Make Sure the Deal Documents Protect YouProtecting Yourself and Your Hospital: Understand the Limitations of Your Expert(s), Let the Market Work for You, Pursue Your Values, Not Someone Else's, Evaluate Comparable Proposals, Be Wary About Using Selection Criteria Other Than PriceStructuring the Transaction: Letter of Intent, Contribution and Sale Agreement, Operating Agreement, The "Put," Conclusion
Legal Protections for Directors and Trustees--and the Consequences for Failing to Use ThemLegal Protections: Business Judgemnet and Careful Conduct Rules, Delegation, Reliance, and Other Safe Harbors, Directors' and Officers' Liability Insurance, IndemnificationLegal Consequences: Charitable-Trust Civil Actions, Internal Revenue ServiceConclusion
AppAndix A: Glossary
AppAndix B: The Law of Fiduciary Duties Affecting Directors and Trustees of Nonprofit HospitalsDuty of Obedience to Charitable Purpose: Defining the Trust, Adapting the Trust to Changing Times and Circiumstances, Restrictions on he bUse of Conversion ProceedsDuty of Loyalty: General Standards, Trust-Law Standard, Corporate-LAw Standard, california standard, real-Life ExamplesDuty of Due Care: Standards in Practice: Good Faith, reasonable Inquiry, Dure Diligence, Process Protections
Index