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Medical, Educational and Cultural Institutions

The Medical, Educational and Cultural Institutions group at Goulston & Storrs serves the full range of legal and strategic needs of non-profit organizations. Our clients are engaged in health care, research, primary and secondary education, arts and culture and social services at scales ranging from a single facility or program to large multi-use campuses. The needs and activities our attorneys support include real property transactions, public approvals and financing for facilities, institutional master plans and enterprise development; construction; technology transfer and licensing; organizational formation, structuring and governance; federal, state and local tax issues, including tax exemption, UBTI and PILOT issues; charitable giving; regulatory compliance; employment matters; and litigation.

We are familiar with the unique strategic focus, decision-making processes, planning horizons, and regulatory, governance and tax-exemption issues of mission-driven organizations. Our comprehensive business practice enables us to help non-profit organizations engage in enterprise activities such as property investment and technology transfer and to counsel them on the effect of these activities on their tax-exempt status.

For further information about the Goulston & Storrs Medical, Educational and Cultural Institutions Industry Group, please contact our group co-chairs, Darren Baird and Paul Tummonds.

Representative Clients

Colleges and other Academic Institutions

  • American University
  • Berklee College of Music
  • Cambridge College
  • Catholic University
  • General Theological Seminary
  • The George Washington University
  • Georgetown University
  • Harvard University
  • Independent Education
  • Massachusetts Institute of Technology
  • New York University
  • Northeastern University
  • Rashi School
  • St. Paul's
  • Trinity Washington University
     

Hospitals and Healthcare Providers

  • Beth Israel Deaconess Medical Center
  • Boston Children’s Hospital
  • Brigham & Women’s Hospital
  • Dana-Farber Cancer Institute, Inc.
  • Harvard Pilgrim Healthcare
  • Joslin Diabetes Center
  • Massachusetts General Hospital
  • Partners Healthcare System
  • Sibley Hospital

 

Cultural Facilities

 

  • Edward M. Kennedy Institute for the United States Senate
  • Hillwood Museum
  • Isabella Stewart Gardner Museum
  • Levine School of Music
  • Museum of Fine Arts, Boston
  • New Center for Arts and Culture
  • The Phillips Collection

 

Other Non-profit Organizations

 

  • Angiogenesis Foundation
  • National Public Radio
  • Scenic Hudson
  • St. Patrick's Episcopal Church
  • The Broad Institute
  • YMCA of Greater New York

Representative Projects and Transactions

 

Acquisitions, Dispositions and Leasing

 

  • Representation of Massachusetts Institute of Technology in connection with its acquisition, ground leasing, sale-leasebacks and general leasing matters with regard to several properties in Cambridge.
  • Representation of Partners HealthCare System, Inc. in the acquisition of several historic buildings at The Charlestown Navy Yard in Boston; the acquisition of the Youville Hospital and Rehabilitation Center in Cambridge (together with Spaulding Rehabilitation Network); ground leasing and redevelopment of the Massachusetts Mental Health Center site for an office, clinical, research and mixed-income residential project and mental health care facility; the acquisition and redevelopment of a large land and an office building in Danvers, MA; and the acquisition of the Service Center parking garage located on Brookline Avenue in Boston.
  • Representation of Boston Children’s Hospital in connection with its acquisition of several properties in Boston and the Greater Boston Metropolitan Area.
  • Representation of Beth Israel Deaconess Medical Center, Boston Children’s Hospital and Dana-Farber Cancer Institute in leasing research and laboratory facilities at the Center for Life Sciences, Boston.

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Construction

  • Representation of numerous colleges and universities, medical institutions and medical groups with construction contracts, design agreements and architect contracts for the repair, renovation and upgrade of existing facilities and the construction of new facilities and projects.

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Corporate, Organizational and Tax Matters

  • General counsel to a consortium focused on innovative medical technologies, formed on behalf of academic medical centers and prominent universities, including the expansion of the consortium into the United Kingdom.
  • Advise medical and educational institutions and other non-profit organizations with respect to various income tax and exempt status related issues, including unrelated business taxable income; structuring of investments and participation in partnerships and commercial co-ventures; governance issues; and in the re-instatement of tax-exempt status.
  • Representation of major medical and educational institutions with respect to numerous real estate related tax issues, including: Form 3-ABCs (filing for real estate tax exemptions) filings; completion of detailed information request responses to municipalities and applications for preliminary consideration of property exemptions; and research, negotiation and drafting of PILOT (payment in lieu of taxes) Agreements and property tax abatements and appeals seeking full or partial exemptions.
  • Representation of a major Boston teaching hospital in a long-term affiliation agreement with a community hospital.

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Employment

  • Representation of non-profit organizations regarding senior executive matters including employment agreements, 409A deferred compensation, severance agreements, split-dollar life insurance arrangements, reasonableness standards and safe harbors to comply with the intermediate sanction rules.
  • Counsel to major non-profit healthcare organizations regarding employee benefits and executive compensation matters, including the creation of deferred and incentive compensation programs for the executives and overseeing compliance matters for such programs under ERISA and the Tax Code.
  • Provided training programs for numerous technology, software organizations and academic medication centers, healthcare trade associations and provider associations on HIPAA and Gramm-Leach-Bliley matters.
  • Advise organizations regarding employment practices including employee discipline and termination, employment policies, and investigation and resolution of employee misconduct.

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Export Controls and Compliance

  • Counsel health care organizations, including hospitals, regarding peculiar export control compliance obligations applicable to their activities, including under the so-called “deemed export rule."
  • Assist various health care organizations to create and implement specially crafted export control compliance systems and procedures.
  • Provide guidance regarding appropriate handling of a recently enacted requirement to certify compliance with US export control laws and regulations in connection with visa applications (Form I-129).

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Facilities Master Planning and Development

  • Counsel to healthcare and educational institutions in the development and approval of institutional master plans under Article 80 of the Boston zoning code, including Berklee College of Music, Beth Israel Deaconess Medical Center, Boston Children’s Hospital, Dana-Farber Cancer Institute, Harvard University, Joslin Diabetes Center and Massachusetts General Hospital.
  • Representation of American University in connection with the preparation and processing of a ten year Campus Plan to guide development of its campuses, proposing the relocation of the Washington College of Law’s campus to a truly transit-oriented development site. This plan also includes the construction of approximately 8-10 new residence halls and new science facilities.
  • Representation of Boston Children’s Hospital in developing a major research building in the Longwood Medical Area, major expansions to the Hospital’s existing clinical facilities, suburban campuses in Waltham and Peabody, a 252,000 square foot office and medical building in a suburb of Boston and the acquisition of development rights for life science centers.
  • Representation of Catholic University of America (CUA) in connection with a mixed-use development to construct a new “college Main Street” on what was CUA’s South Campus. Matter included securing approval from the District of Columbia Zoning Commission for the redevelopment of the 8.9-acre South Campus with a project that will include 75,000-85,000 square feet of retail space and up to 825 residential units (including over 60 affordable housing units). The development will also include an Arts Walk to provide studio space for local artists and an arts center to provide a venue for community events.
  • Representation of Partners Healthcare System, Inc. and the Massachusetts General Hospital with the redevelopment of the Charles Street Jail site into the Yawkey Center and B3-C facilities, creating 500,000 square feet of ambulatory care facilities.

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Finance

  • Representation of major financial institutions in credit transactions for non-profit organizations.
  • Representation of a major Boston academic teaching hospital and university in several joint ventures involving intellectual property and continuing medical education.
  • Representation of the YMCA of Greater New York in two bond issuances by the New York City Industrial Development Authority, the proceeds of which were used to finance, or refinance, improvements made to a number of YMCA branches.
  • Representation of Massachusetts educational institutions, hospitals and long-term care facilities, including nursing homes and continuing care retirement communities (CCRC) in tax-exempt financing.
  • General counsel for the financing of a one-million square foot office and life sciences complex at Technology Square in Cambridge, Ma. Counsel to major teaching hospital in financings of properties containing both facilities and non-facilities related uses.

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Foundations and Charitable Giving

  • Develop estate plans involving major charitable dispositions to non-profit organizations, including the negotiation of multi-million dollar gifts.
  • Creation of public charitable organizations focusing on the arts, medical care, education and social services, including several “American Friends” organizations that support global charitable activities.
  • General counsel to the Angiogenesis Foundation, a non-profit research and information institution with a mission to improve global health by facilitating the development and application of angiogenesis-based medicine.
  • Representation of Children’s Hospital Boston and the Children’s Hospital Trust in connection with several proposed gifts and donations of real estate assets to the Hospital.

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Healthcare Regulation

  • Representation of health care professionals in response to internal investigations, involving misappropriation of funds and disclosure to government authorities, and responding to government audits of billing and medical necessity.
  • Representation of Partners Health Care in successful effort to persuade Attorney General to refuse certification of proposed ballot question repealing Stem Cell research bill that became law in 2005.
  • Strategic advice and counseling to Blue Cross Blue Shield of Massachusetts and Partners Health Care regarding Massachusetts health care reform.
  • Served on product design team for electronic medical records, medical device and diagnostic technologies regarding regulatory compliance matters, including HIPAA and FDA Part 11.

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Housing

  • Counsel to the largest privately-held nursing home and assisted living provider in the Commonwealth of Massachusetts in connection with the $30M acquisition of two nursing facilities, an assisted living facility and a medical office building.
  • Representation of a consortium, including a Massachusetts General Hospital affiliate, in the development of a 350-unit cooperative housing community with an on-campus nursing home.
  • Representation of a developer and licensor of a chain of five long-term care facilities including regulatory, financing and long-term lease negotiations.
  • Representation of Boston Children’s Hospital in the acquisition, permitting and redevelopment of a Yawkey Family Inn at Children’s Hospital Boston in Brookline, offering housing for families of patients receiving medical care at the hospital.

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Insurance

  • Established the only provider-owned professional malpractice insurance company in New England.
  • Representation of medical institutions in connection with securing insurance coverage for infrastructure improvement projects.
  • Representation of a medical institution in connection with claims submitted to its commercial insurer relating to a catastrophic loss sustained to electrical equipment.
  • Representation of medical institutions in structuring their indemnification and other provisions so as to maximize the availability of coverage under captive and commercial insurance coverage for medical and other professionals.

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Litigation

  • Counsel to major Boston teaching hospital in a dispute with various physician groups.
  • Representation of multiple hospitals and colleges in claim defenses against architects, contractors, subcontractors and suppliers regarding engineering, performance and construction issues with design, building and equipment defects.
  • Representation of major hospitals and colleges in surety bond claims in the resolution of general contractor insolvency.
  • Representation of an academic hospital physicians group regarding a facility lease for a clinical treatment program for autistic children.

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Sustainability, Environmental and Green

  • Assist Harvard University’s Allston Development Group in addressing the University’s commitment to reducing greenhouse gas emissions through exploration of on-site co-generation, wind and geothermal power and compliance with MEPA’s Greenhouse Gas Policy and the City of Boston’s green building mandate through Boston Zoning Code Article 32.
  • Representation of Massachusetts Institute of Technology with the redevelopment of previously contaminated properties, environmental insurance and issues associated with contaminated building materials.
  • Representation of Beth Israel Deaconess Medical Center with environmental due diligence, risk management, air emissions issues and pharmaceutical waste issues.
  • Representation of Massachusetts Institute of Technology in connection with a number of Massachusetts Contingency Plan (MCP/21E) compliance matters.

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Technology Transfer and Licensing

  • Representation of a client in regards to a joint venture in genetics and genomics among two academic medical centers and a major medical school, including creation of more than $20 million in corporate collaboration arrangements, corporate-sponsored research, licensing and service agreements, government and foundation research programs and HIPAA, Anti-Kickback and other regulatory compliance.
  • Representation of a major group of non-profit teaching and research hospitals in negotiating collaboration agreements, research agreements and consulting service agreements with industry and academia.
  • Representation of a client with regards to $280M monetization of royalty stream from patented pharmaceutical product on behalf of an academic medical center.
  • Representation of a premier Boston hospital in negotiating a subcontract with a vaccine manufacturer to provide services under a $40M multi-year grant from the National Institute of Health.

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