Jay E. Gerzog is a partner in the Corporate Practice Group in the firm’s New York office. He has more than 30 years of experience in tax, corporate, and regulatory matters for clients in the healthcare industry and not-for-profit, tax-exempt institutions.
Mr. Gerzog advises clients on the corporate, healthcare, federal tax and state not-for-profit law implications of operational and contracting matters, strategic planning and structuring complex corporate affiliations and disaffiliations, joint ventures, mergers and acquisitions and corporate restructuring for tax-exempt and for-profit organizations, particularly those involving hospitals, academic medical centers, managed care organizations, private equity and strategic investors, management companies, scientific research organizations, physician groups and other healthcare providers and payers.
In the not-for-profit area, Mr. Gerzog counsels governing boards, general counsel and senior executive management of tax-exempt and not-for-profit organizations on the development and implementation of corporate governance, fiduciary duties, conflict of interest, ethics, audit and executive compensation best practices, compliance programs and policies, including on management structures and internal control systems to prevent and detect violations of law.
Most recently, he led the representation of the corporate members of Fidelis Care, New York’s largest Medicaid managed care plan, in the $3.75 billion asset sale to Centene Corporation, the nation’s largest Medicaid managed care plan provider. The proceeds of the sale are anticipated to be used to create one of the largest healthcare grantmaking foundations in the country.
Mr. Gerzog assists clients with obtaining and maintaining tax-exempt and public charity status and with compliance with state not-for-profit laws and federal tax law for tax-exempt organizations, including: private inurement and private benefit; executive compensation; unrelated business income tax; private foundation excise taxes; excess benefit transactions (Intermediate Sanctions); lobbying limitations; foreign charitable activities; grant-making; charitable giving; IRS Form 990 reporting; and fundraising and compliance issues relating to endowment funds and restricted gifts.
Mr. Gerzog has authored numerous articles, and he lectures frequently on topics related to tax and corporate issues affecting healthcare industry organizations and not-for-profit organizations.
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