R. Todd Greenwalt

Representative Matters

Tax-Exempt Organizations/Governmental Entities - Public Finance/Municipal Bonds
Represented major hospital systems in recent borrowings totaling in excess of $2 billion, including synthetic fixed-rate refundings, auction rate financings, and new money financings

Represented major health care systems in connection with IRS examinations of “acquisition financings” undertaken to facilitate the combination of previously unrelated health care systems to create the two systems, resolving both examinations in a manner that preserved the acquisition financing treatment and continued tax-exempt status of the bonds

Represented a major arts organization in connection with a $150 million issue of tax-exempt bonds to finance the organization’s construction of a new opera house, performance hall, and related facilities

Represented hospitals, colleges and universities, schools, continuing care facilities, museums, arts organizations, and other charities in connection with ongoing tax compliance, including compliance with Revenue Procedures 97-13 and 97-14 and the regulations applicable to post-issuance change in use

Represented several private colleges and universities in connection with financings for classrooms, laboratory space, dormitories and other student housing, athletic facilities, and related improvements

Represented several continuing care facilities in connection with housing and health care facilities for seniors

Represented museums and arts organizations in connection with financings for various cultural facilities

Represented numerous charter schools in connection with financings for classrooms, athletic facilities and related improvements

Tax-Exempt Organizations - Tax-Exempt Status Issues
Represented a major teaching facility in negotiations with the IRS involving the hospital’s participation in certain physician recruitment activities, resulting in a closing agreement with the IRS that contained detailed physician recruitment guidelines; the guidelines are still cited and served as the forerunner to Revenue Ruling 97-21 dealing with physician recruitment

Represented a hospital in the creation of a whole hospital joint venture combining its health care activities with the operations of an investor-owned hospital system; this transaction was designed to address control requirements necessary to preserve the hospital’s continuing tax-exempt status and influenced the IRS’s approach to whole hospital joint ventures set forth in Revenue Ruling 98-15 (special tax counsel)

Represented tax-exempt organizations in connection with IRS audits of alleged political activities and advises both 501(c)(3) and 501(c)(4) organizations regarding advocacy and political campaign activities, including the tax treatment of contributions, notice requirements, and public disclosure

Represented tax-exempt organizations in connection with governance and compliance issues, including incorporating principles of Sarbanes-Oxley into best practices

Represented a physicians’ network in becoming the first physician services component of an integrated health care delivery system to obtain tax-exempt status following the IRS’s adoption of new internal review policies

Represented a performing arts organization that owns and operates facilities in connection with its organization and tax-exempt status

Represented an amateur sports organization that conducts the biennial World Amateur Golf Championships in connection with its organization and tax-exempt status

Represented tax-exempt health care systems in connection with corporate reorganizations and the creation and dissolution of affiliates

Represented tax-exempt organizations, as both the acquiring and acquired entity, in mergers and consolidations

Represented a physician services organization in successfully protesting an IRS denial of the organization’s application for tax-exempt status, including negotiations with the IRS concerning the proper method of acquiring and compensating physician practices

Represented a hospital in a three year battle to preserve its tax-exempt status following an IRS audit and Notice of Proposed Revocation of the hospital’s tax-exempt status; extensive negotiations with the IRS resulted in an agreement on settlement terms and the audit was closed in a manner preserving the hospital’s tax-exempt status, allowing the hospital to pursue and complete merger plans with another local provider

Publications and Speeches

“Juggling all of the Tax-Exempt Financing Balls, Only one of Which is the IRS,” Tax Institute for Colleges and Universities, May 2006

“Nonprofit Issues,” University of Texas Health Law Conference, April 2006

“Current Governance and Compliance Issues for Nonprofit Boards,” State Bar of Texas Health Law Conference, October 2006

“Joint Ventures: What’s New, What’s the Same and What Works,” American Health Lawyers Association Tax Issues for Health Care Organizations, September 2006

“Bond Enforcement – Audit Strategy,” Tax Institute for Colleges and Universities, May 2005

“Bond Issues and Case Studies for the General Practitioner,” American Health Lawyers Association Tax Issues for Health Care Organizations, October 2005

“Bond Enforcement – Audit Strategy,” American Health Lawyers Association Tax Issues for Health Care Organizations, October 2004

“Recent Developments in Hospital/Physician Joint Ventures,” Association of Community Cancer Centers, October 2004

“Tax Exemption Update,” University of Texas Health Law Conference, April 2003

“Panel on Participating Bonds,” American Health Lawyers Association Tax Issues for Health Care Organizations, October 2003

“IRS Rules on Cross-Town Recruiting of Physicians,” The Exempt Organization Tax Review, July, 1999

“Whole Hospital Joint Ventures,” Journal of Tax-Exempt Organizations, January/February, 1995

“Hermann Hospital Closing Agreement: The View from Ground Zero,” National Health Lawyers Association Health Digest, November 1994

“Recent Developments Affecting Tax-Exempt Bonds: Another Chance to Win the Lottery,” Clark Boardman Callaghan Health Law Handbook, 1994

“The Revised Hospital Audit Guidelines; How to Study for Your Next Exam,” Clark Boardman Callaghan Health Law Handbook, 1993

Speaker and panelist for various seminars and other programs sponsored by the American Bar Association; National Association of Bond Lawyers; American Health Lawyers Association; The University of Texas; and others