Tax-exempt/proprietary partnerships: how the deal gets done.

: Joint venture partnerships between tax-exempt healthcare providers and proprietary companies represent a type of provider-sponsored network. Tax-exempt /proprietary partnerships can help tax-exempt providers attain their strategic objectives and, at the same time, retain some governance involvement and healthcare decision-making authority. Proprietary companies that enter into such partnerships are able to expand their market presence and revenue potential without spending capital on an acquisition. Proprietary companies also gain the tax-exempt partners' goodwill, which could take them years to develop on their own. Before negotiating a partnership agreement, potential partners must assess their respective financial, cultural, organizational, and strategic strengths and weaknesses as well as their overall compatibility. Then they must develop contract terms to bring into the partnership negotiations. These terms include purpose, legal structure, assets/liabilities, governance, management, valuation, profit/loss sharing, capitalization/working capital, human resources, withdrawal from the partnership, noncompete covernants, and tax exemption issues.