Catherine E.Livingston (Cathy)

Partner

(T) + 1.202.879.3756

Cathy Livingston helps tax-exempt organizations craft solutions to their tax issues. Having held primary responsibility for tax-exempt organizations at Treasury's Office of Tax Policy and the IRS Office of Chief Counsel, she has unparalleled knowledge and experience in addressing complex legal problems for nonprofits. She advises nonprofits on the tax implications of their operations and transactions and assists them in IRS audits, ruling requests, and exemption applications. She works with nonprofits involved in health care, education, environmental conservation, technology innovation, issue advocacy, and social enterprise. She also advises organizations and their boards on nonprofit corporate governance.

Cathy is also a leading authority on the Affordable Care Act. She has in-depth knowledge of the many tax provisions contained in the ACA and ongoing issues over enforcement. She assists clients in understanding the ACA, legislative proposals to amend the ACA, and pending ACA litigation.

Prior to joining Jones Day in 2013, Cathy was the IRS's first Health Care Counsel, the principal legal advisor to IRS senior leadership on all aspects of the Affordable Care Act. From 2002 until 2010, Cathy oversaw all IRS legal work with respect to tax-exempt organizations. From 1994 to 1998, she held positions in Treasury's Office of Tax Policy. She helped draft the tax guidance on most significant issues for tax-exempt organizations of the past two decades, including excess benefit transactions, joint ventures, unrelated business income, section 501(r) requirements for tax-exempt hospitals, and political and lobbying activities.

Cathy is a Fellow of the American College of Tax Counsel.

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Experience

  • Nonprofit organization seeks advice relating to reimbursement for travel expensesJones Day advised a global nonprofit organization on reimbursing directors, officers, and other volunteers for travel expenses.
  • Nonprofit seeks advice relating to oversight of CEO's spending and contracting authorityJones Day advised a large national nonprofit on board oversight of the CEO's spending and contracting authority.
  • Educational Testing Service invests $2 million into LearnLaunch-operated, ETS-sponsored accelerator for education start-upsJones Day advised Educational Testing Service in its $2 million investment into a LearnLaunch-operated, ETS-sponsored accelerator for education start-ups.
  • UPMC prevails in trial before Commonwealth Court of PennsylvaniaJones Day won a bench trial on behalf of the University of Pittsburgh Medical Center ("UPMC"), one of the nation's preeminent integrated healthcare systems.
  • The Nature Conservancy seeks advice relating to impact investment ventures in pursuit of its environmental conservation missionJones Day is advising The Nature Conservancy as it evaluates how it can use capital and its scientific expertise to support start-up businesses with promising ideas for advancing conservation while complying with its requirements as a section 501(c)(3) organization.
  • University resolves compensation question for former executiveJones Day advised a large research university regarding how to treat certain services it had provided to a former senior executive for federal tax purposes.
  • University successfully negotiates terms of multimillion dollar stock giftJones Day advised a large university regarding a gift of a large block of publicly traded stock by one of its trustees to be used to fund particular projects.
  • University successfully rebuts proposed Affordable Care Act employer penaltyJones Day represented a university after the IRS proposed a multimillion dollar employer penalty relating to health coverage.
  • WMATA engages advisors for executive boardJones Day is serving as the strategic executive advisor to the Washington Metropolitan Area Transit Authority's General Manager/Chief Executive Officer and its Board of Directors in connection with its efforts to evaluate its finances, operations, and governance.
  • Nonprofit hospital and affiliate retain tax-exempt statusJones Day successfully represented a tax-exempt hospital and its affiliate in connection with the internal investigation and voluntary disclosure to the IRS of political activities that posed a risk of loss of tax-exempt status. 
  • Activation Energy secures tax-exempt statusJones Day advised Activation Energy, Inc., a nonprofit organization that supports the pursuit and diffusion of breakthrough discoveries in clean energy technology, in securing an IRS determination that it qualifies as a section 501(c)(3) organization.
  • Nonprofit health plan secures determination of tax-exempt statusJones Day prepared a successful application for tax-exempt status for a nonprofit prepaid health plan that provides health coverage to Medicare and Medicaid beneficiaries, as well as enrollees in individual coverage in the private market and on the Affordable Care Act exchanges.
  • Unincorporated association converts to nonprofit corporationJones Day advised a national membership organization that had operated for decades as an unincorporated association with respect to its conversion to a nonprofit corporation.
  • ICANN advised in connection with governance reform and transition of IANA functionsJones Day advised Internet Corporation for Assigned Names and Numbers (ICANN) in connection with the successful completion of the transition of the Internet Assigned Numbers Authority (IANA) functions from the U.S. National Telecommunications and Information Administration to ICANN.
  • City of Hope forms precision medicine alliance with TGenJones Day advised City of Hope, a world-renowned cancer and diabetes research and treatment center, in its affiliation with the Translational Genomics Research Institute (TGen), a nonprofit biomedical research institute focused on developing earlier diagnostics and personalized treatments.
  • Tekni-Plex acquires Sancap Liner TechnologyJones Day advised Tekni-Plex, Inc., a portfolio company of private equity fund American Securities, in connection with its acquisition of substantially all of the assets of Lexington Abrasives, Inc., Sancap Abrasives, Inc., and Sancap Liner Technology, Inc. (collectively "Sancap").
  • NPR seeks advice on First Amendment, corporate, and labor mattersJones Day is providing ongoing advice to National Public Radio, Inc. (NPR) in connection with First Amendment, labor and employment, intellectual property, and general corporate matters.
  • Faith-based health system modifies governing documents and procedures to comply with supporting organization requirementsJones Day advised a large faith-based health system on amending its corporate documents and developing annual notices that must be provided by supporting organizations to supported organizations in the system.
  • Large nonprofit health system develops retention bonus policy for key employeesJones Day assisted a large nonprofit health system with crafting a retention bonus policy to address the risk of losing key employees whose skills would be hard to replace.
  • Large research university ensures health benefits for academic workforce comply with ACAJones Day advised a large research university on crafting health benefits for its adjunct faculty and other part-time, full-time, and temporary employees that will protect against the Affordable Care Act employer penalty.
  • Additional Publications

    • February 2019
      The Many Elements Of Protection For Pre-Existing Conditions
    • February 2017
      Making Health-Care Replacement Legislation Successful: Lessons Learned from ACA Implementation, BNA's Health Law Reporter, 26 HLR 177
    • Summer 2014
      The Affordable Care Act and Labor Contract Negotiations: What's the Deal for Employers? Benefits Law Journal, Vol. 27, No. 2
    • February 14, 2014
      The Medical Device Excise Tax: Unanswered Questions Remain, Health eSource, ABA Health Law Section, Vol. 10, No. 6
    • February 2014
      What's in Store for Employers Under the Affordable Care Act in 2014? AHLA Connections, Official Magazine of American Health Lawyers Association, Volume 18, Issue 2
    • January 21, 2014
      When are Severance Payments Subject to FICA Taxes? Supreme Court to End Circuit Split, JURIST - Sidebar
    • December 2013
      Tax-exempt Hospitals: Putting Your Hospital’s IRS Exemption at Risk, Compliance Today
    • September 2013
      Understanding Tax Issues that Affect Consumers Using Exchanges
    • July 24, 2013
      Deciphering The Health Law’s Subsidies For Premiums--Interview with Kaiser Health News
    • Second Quarter, 2013
      Special Concerns for Hospitals as Employers Under the Affordable Care Act, Health Care Labor Report
    • June 2013
      Deciding Whether to Play or Pay Under the Affordable Care Act, Journal of Taxation of Investments, Vol. 30, No. 4

    Speaking Engagements

    • June 24-26, 2019
      "Nonprofit Health Systems Investing in Innovation," American Health Lawyers Association Annual Meeting
    • April 25, 2019
      "Ask the Experts," 36th Annual Representing and Managing Tax-Exempt Organizations, Georgetown University
    • February 22, 2019
      IRS Examinations Update (moderator), TEGE Council 2019 Annual Exempt Organizations Update
    • January 29, 2019
      Tax Exempt Tax Reform: The Impact of the TCJA on Tax-Exempt Organizations, DC Bar 2019 Tax Legislative and Regulatory Update Conference
    • January 24-25, 2019
      Academic Medical Centers Investing in Innovation, AHLA Academic Medical Centers and Teaching Hospitals Institute
    • December 6-7, 2018
      New Tax Law: Exec Comp (Including 4960 and Fringe Benefits), Loyola Law School, Western Conference on Tax Exempt Organizations
    • October 5, 2018
      "Shared Employment, Reporting of Compensation, and Its Implications for Exempt Organizations," ABA Section of Taxation
    • May 2018
      "Insights and Perspectives on Tax Reform," DHG Healthcare Symposium 2018
    • April 26, 2018
      Sharing Employees: Key Tax and Employment Issues; Representing and Managing Tax Exempt Organizations, Georgetown Law CLE
    • March 14, 2018
      Impact of the New Tax Law on Nonprofit Hospitals and Health Systems - UBIT and Compensation - Part Two
    • February 14, 2018
      Impact of the New Tax Law on Nonprofit Hospitals and Health Systems - Overview
    • January 18-19, 2018
      Form 990: The Naughty and The Nice, University of Texas School of Law, 35th Annual Nonprofit Organizations Institute
    • November 30 - December 1, 2017
      "Repeal, Replace or Repair? How Current U.S. Health Policy Affects Nonprofits," Loyola Law School, 21st Annual Western Conference on Tax Exempt Organizations
    • October 18-20, 2017
      "Tax Treatment of Telemedicine Services," and "Hot Topics in Hospital Affiliation Transactions," AHLA - Tax Issues for Health Care Organizations
    • October 9-10, 2017
      "What is Next for the Affordable Care Act: Issues and Options for Providers, Payers and Consumers," Patient Safety and Quality Symposium, The Hospital + Healthsystem Association of Pennsylvania
    • June 12, 2017
      "Foundation Advocacy," AICPA ENGAGE 2017 Private Foundation Summit
    • June 11, 2017
      "An Overview of Private Foundations," AICPA ENGAGE 2017 Private Foundation Summit
    • May 12, 2017
      "Fostering Innovation and Entrepreneurship: Issues and Approaches for Tax-Exempt Organizations," ABA Section of Taxation, Exempt Organizations Committee
    • April 27-28, 2017
      Georgetown Law Representing and Managing Tax-Exempt Organizations Conference, "Update on Tax Issues for EO Healthcare Organizations"
    • March 23, 2017
      Financial Services Regulation in the Trump Administration
    • March 8, 2017
      "What Is Next for the Affordable Care Act: Issues and Options for Providers, Payers and Consumers," The Health Law Year in Review, PBI 23rd Annual Health Law Institute
    • March 3, 2017
      "Replacing The Affordable Care Act and Changes in Workplace Regulation: Top Priorities for the New Administration and the New Congress" - Trump Roadshow, JD Dallas
    • February 24, 2017
      "Mining Form 990 Data: The Amazon Project," Moderator, TE/GE Council
    • January 12-13, 2017
      Re-Thinking, Re-Structuring, and Re-Inventing Your Organization, University of Texas Law School, 34th Annual Nonprofit Organizations Institute
    • November 18, 2016
      "The Affordable Care Act: Anticipating the Changes Under A New Administration," Pennsylvania Bar Institute, Employment Law Institute West
    • November 17, 2016
      2016 Health Care Labor & Employment Symposium - Post Election Conference: What's Next?
    • October 20, 2016
      Moderator, "ACOs and Population Health Activities: Unresolved Questions about UBI and the Impact on Tax-Exempt Status," American Health Lawyers Association: Tax Issues for Health Care Organizations
    • October 20, 2016
      "Workforce Tax Issues--Employment Tax and Other Aspects of Tax Enforcement and Compliance Affecting Health Care Employers," American Health Lawyers Association: Tax Issues for Health Care Organizations
    • September 8, 2016
      "Community Benefit -- Opportunities and Risks Presented by the Affordable Care Act," American Hospital Association State Issues Forum
    • June 27, 2016
      Panel Moderator, "Trumped: How the 2016 Presidential Election Could Make Health Car Providers Feel the Burn," Tax and Financial Practice Group, American Health Lawyers Association Annual Meeting
    • June 2, 2016
      Current Health Insurance Issues, Federal Bar Association Insurance Tax Seminar
    • May 6, 2016
      Schedule B: Balancing Benefits and Burdens, ABA Section of Taxation May 2016 Meeting
    • April 28, 2016
      "What Employers Need to Know about the Affordable Care Act," Pennsylvania Bar Institute
    • January 14, 2016
      Current Affordable Care Act Issues for Nonprofit Employers and Social Service Providers, University of Texas Law, 33rd Annual Nonprofit Organizations Institute
    • December 15, 2015
      Executive Roundtable Series: The President's Last Stand: The Regulatory Environment in the President's Final Year
    • November 19-20, 2015
      "Hot Issues in Nonprofit Compensation" and "Exempt Organizations: Joint Ventures, Subsidiaries and Contractual Affiliations," 19th Annual Western Conference on Tax Exempt Organizations, Loyala Law School
    • October 7-9, 2015
      IRS Update (Moderator), AHLA, Tax Issues for Health Care Organizations
    • October 7-9, 2015
      Legal Ethics: Uncertain Tax Positions and ASC 740–Reporting Challenges Faced by Tax-Exempt Health Care Organizations, AHLA, Tax Issues for Health Care Organizations
    • September 21, 2015
      The ACA is Here to Stay: What Comes Next for Law and Policy, ASHHRA Annual Meeting
    • June 4, 2015
      The ACA and the Employer Mandate: What That Means for You, Employer Health Care Conference
    • May 14-15, 2015
      2015 Health Care Labor & Employment Symposium
    • May 8, 2015
      The EO Practitioner's Perspective: Addressing Common Exempt Organizations Issues that Lack Up-to-Date Guidance (Moderator), ABA Section of Taxation, Exempt Organizations Committee
    • April 24, 2015
      EO Healthcare Issues, Representing and Managing Tax-Exempt Organizations Program, Georgetown Law Continuing Legal Education
    • March 17, 2015
      Affordable Care Act in 2015: The State of the Law for Employers, Individuals, and Health Care Providers Five Years After Enactment, PLI Webinar
    • February 19, 2015
      What's "New" in the Section 501(r) Regulations?, American Health Lawyers Association Tax and Finance Practice Group Webinar
    • February 17, 2015
      Section 501(r) Final Regulations, American Hospital Association Webinar
    • January 15-16, 2015
      Healthcare and Your Organization: Understanding and Complying with the Affordable Care Act, 32nd Annual Nonprofit Organizations Institute
    • December 10, 2014
      Executive Roundtable Series: A Roundtable Series for Legal and Business Solutions
    • October 20-21, 2014
      Telemedicine and Tax Issues, AHLA Tax Issues for Health Care Organizations
    • September 29, 2014
      Affordable Care Act Update for Hospital Employers, American Society for Healthcare, Human Resources Administration, 50th Annual Conference and Exposition
    • September 19, 2014
      Affordable Care Act Tax Update, Financial Executives International, Committee on Taxation
    • July 30, 2014
      What the Affordable Care Act Means for Employers, Federal Bar Association Webinar CLE Series
    • July 15, 2014
      2014 Speaker Series: Affordable Care Act Update: The Employer Mandate
    • July 10, 2014
      The Affordable Care Act and You, The American Institute of Architects Live Webinar
    • July 9, 2014
      Navigating the Exempt Organization Process, moderator, ABA Section of Taxation Live CLE Webinar
    • June 29, 2014
      Caring for the Uninsured in a Post-ACA World, American Health Lawyers Association, In-House Counsel Program and Annual Meeting
    • June 11, 2014
      The Basics of Health Insurance Exchanges, tutorial recorded for the Payers, Plans and Managed Care Practice Group of the American Health Lawyers Association
    • May 9, 2014
      Navigating the Exempt Organization Progress, ABA Section of Taxation, 2014 May Meeting
    • May 1-2, 2014
      Jones Day 2014 Railway Labor Act Symposium
    • April 25, 2014
      EO Health-Care Issues under the Affordable Care Act, Representing and Managing Tax-Exempt Organizations, Georgetown Law Continuing Legal Education
    • April 7, 2014
      Big Picture: Potential Impacts of the Affordable Care Act (ACA) on Nonprofits, sponsored jointly by Urban Institute Center on Nonprofits and Philanthropy, and Harvard University Hauser Institute for Civil Society
    • April 3, 2014
      Current Health Care Related Developments for Tax Exempt Organizations, Ohio State Bar Association Continuing Legal Education, Nonprofit Law
    • April 3, 2014
      Selected State Tax Concerns for Not For Profit Entities, Ohio State Bar Association 2014 Nonprofit Seminar
    • April 2, 2014
      Overview of the ACA and its Impact on Collective Bargaining Negotiations, Lawline.com
    • March 14, 2014
      The Affordable Care Act: How Will It Change Health Care for Railroad and Airline Employees? American Bar Association, Section of Labor and Employment Law, Railway and Airline Labor Law Committee Midwinter Meeting
    • February 28, 2014
      Understanding Tax Issues that Affect Consumers Using Exchanges, Annual Joint Meeting of the Great Lakes Aea TE/GE Council, Gulf Coast Area TE/GE Council, Mid-Atlantic Pension Liaison Group, Northeast Pension Liaison Group, and Pacific Coast Area TE/GE Council, University of Baltimore
    • February 26, 2014
      Get Ready to Play or Pay: The Employer Health Coverage Mandate Under the Affordable Care Act
    • December 2, 2013
      Crunched by Numbers: The Affordable Care Act’s Impact on Business and the Regional Workforce
    • November 21, 2013
      What's the Deal? The Impact of the Affordable Care Act on Labor Contract Negotiations
    • November 14, 2013
      What You Need to Know about New Requirements for Tax-Exempt Hospitals, ALI CLE 34th Annual Advanced Course
    • November 12, 2013
      Labor Relations Implications of ACA Implementation, HRPA Fall Labor Conference
    • November 6, 2013
      The Latest Development in the Affordable Care Act (ACA), UPMC Outside Counsel Conference
    • October 30, 2013
      The Impact of the Affordable Care Act on Medtronic as a Large Employer
    • October 22,2013
      Consequences for Providers from the New Premium Tax Credit and Other Affordable Care Act Tax Provisions, American Health Lawyers Association - Tax Issues for Health Care Organizations
    • October 18, 2013
      The Affordable Care Act - The Viewpoint from Inside the Beltway OSHHRA Fall Conference
    • October 17, 2013
      The Affordable Care Act: Hot Topics for Employers
    • September 29, 2013
      What Health Care HR Needs to Know about the Affordable Care Act, American Society for Healthcare Human Resources Administration 49th Annual Conference
    • September 18, 2013
      Videoconference Seminar on the Affordable Care Act
    • September 13, 2013
      The Affordable Care Act for Large Employers: Where are We and Where are We Going?, Meeting of the Committee on Taxation, Financial Executives International
    • August 1, 2013
      Affordable Care Act Presentation
    • July 2, 2013
      The Affordable Care Act: Hospitals as Employers, not Providers, 2013 Annual Meeting of the American Health Lawyers Association
    • July 1, 2013
      Planning for 2014: An Update on Legal and Policy Issues Related to Health Insurance Exchanges, 2013 Annual Meeting of the American Health Lawyers Association
    • June 30, 2013
      The New System of State Health Insurance Exchanges under the Affordable Care Act: Issues and Implications for Healthcare Providers, 2013 Annual Meeting of the American Health Lawyers Association
    • June 20, 2013
      The Affordable Care Act: Current Implementation Issues for Employers
    • May 30, 2013
      Affordable Care Act - Getting Ready to Pay or Play: ACA Compliance for Smaller and Growing Employers
    • May 29, 2013
      Affordable Care Act - Getting Ready to Pay or Play: ACA Implementation for "Large" Employers
    • May 14, 2013
      Looking Ahead: Identifying and Managing the Risks with Ongoing Qualified Health Plan Operations, Blue Cross Blue Shield Association, Health Care Reform Implementation Task Force Meeting
    • May 10, 2013
      Affordable Care Act Implementation, panelist, American Bar Association, Section of Taxation, Insurance Companies Committee
    • May 2, 2013
      Health Insurance Exchange Summit -- Panel on Key Legal Issues for Exchanges
    • April 9 & 10, 2013
      Affordable Care Act: Implementation Issues for Employers, Jones Day Chicago Health Care Conference
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