• James R. Schwartz

    Partner
    Healthcare Industry
    Not-For-Profit Organizations
    jschwartz@manatt.com
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    Los Angeles
    Direct: 310.312.4182
    General: 310.312.4000
    Fax: 310.312.4224

    Education

    University of California, Berkeley, Boalt Hall School of Law, J.D., 1971.

    University of California, Berkeley, A.B., Political Science, 1968.

    • Profile
    • Representative Matters
    • Honors & Awards
    • Publications
    • Memberships & Activities
    • Speaking Engagements

    Profile

    Mr. Schwartz’s practice focuses on advising non-profit organizations (and their officers, directors and trustees) with respect to matters relating to corporate governance, fiduciary duties and officer-director liability issues; on alliances and conversions in the healthcare industry, with an emphasis on regulated transactions; and on matters pertaining to charitable trust law.  He has been co-chair of the firm’s Healthcare Industry Practice Group and is a member of the Steering Committee of the firm’s Not-for-Profit Practice Group.  He is listed in The Best Lawyers in America, in Southern California Super Lawyers, and ranked top tier in Chambers and Partners Leading Lawyers for Business.

    Mr. Schwartz is a former Deputy Attorney General for the Office of the California Attorney General and has over 25 years experience in charitable trust and nonprofit corporation law, involving a wide array of institutions including universities, foundations, and health systems.  Mr. Schwartz was responsible for overseeing all conversions of nonprofit hospitals within the State of California, as well as numerous transactions involving acute care hospitals, HMOs, MSOs and other ancillary businesses with an aggregate value in excess of $2 billion.  He was described by California Medicine Magazine as “the state’s top expert on conversions.”

    Mr. Schwartz is the author of the California Attorney General’s Review Protocol for Ownership or Control Transfers of Non-Profit Health Facilities.  He was the principal drafter of the California law governing nonprofit hospital sales (AB 3101, 1996), and co-drafted the National Association of Attorneys General Model Act for Health Facility Conversions (1998).  Additionally, Mr. Schwartz often acts as an expert witness in his specialty areas of fiduciary obligations of officers, directors and trustees of nonprofit corporations and trusts, as well as charitable trust law and has served in that capacity in major cases in both state and federal courts nationwide.

    Selected Clients

    • Dignity Health (formerly known as Catholic Healthcare West)
    • Regents of the University of California
    • The J. Paul Getty Trust
    • The California Endowment
    • Scripps Health

    Representative Matters

    Honors & Awards

    Named as one of the Top-Ranked Attorneys, Chambers USA.

    Recipient, Helen Yerger/L. Vann Seawell Best Article Award for 2001/2002 for article entitled “Must-Know Legal Issues for Healthcare CFO’s,” published in Healthcare Financial Management, March 2002.

    The Best Lawyers in America.

    Southern California Super Lawyers.

    Attorney General’s Award for Excellence in Legal Services, 1996.

    Publications

    Books: 
    Health Care Alliances and Conversions: A Handbook for Nonprofit Trustees, October 1998;  Jossey-Bass Publishers.

    Monographs:
    The Application of Nonprofit Corporation Law to Healthcare Organizations, February 2002, American Health Lawyers Association, Expert Series.

    Articles:
    “Key Nonprofit Corporate Law Developments in 2008,” BNA’s Health Law Reporter, January 2009.

    “Health Alliance and Intra-System Fiduciary Duties,” AHLA Business Law and Governance Group, November 2008.

    “The Nonprofit Board’s Duties When Considering a Change of Control,” AHLA Health Lawyers News, April 2008.

    “Key Nonprofit Corporate Law Developments in 2007,” BNA’s Health Law Reporter, January 2008.

    “Breaking Up Isn’t Hard to Do:  Health Alliance and Health System Structuring,” BNA’s Health Law Reporter, May 2007.

    “Key Nonprofit Corporate Law Developments in 2006,” BNA’s Health Law Reporter, January 2007.

    “2007’s Top 10 Governance Trends,” Trustee Magazine, January 2007.

    “Grasso’s Message to Compensation Committees (and to CEOs),” AHLA Corporate Governance Task Force, November 2006.

    “Delaware Supreme Court Affirms Disney, Continuing Vitality of Business Judgment,” AHLA Corporate Governance Task Force, August 2006.

    “Key Nonprofit Corporate Law Developments in 2005,” BNA’s Health Law Reporter, January 2006.

    “Disney’s Message to Healthcare Governance:  Process Counts!” AHLA Sarbanes-Oxley Task Force, September 2005.

    “Changing Standards in Application of Directors Fiduciary Duties of Core and Loyalty,” California Health Law News, Summer, 2005.

    “Advising the Nonprofit Audit Committee,” BNA’s Health Law Reporter, May 2005.

    “Advising the Nonprofit Audit Committee,” BNA Corporate Accountability Report, May, 2005.

    “EO Director Recruitment and Retention in a Post-Sarbanes World,” The Exempt Organization Tax Review, March 2005.

    “Emerging Corporate Governance Trends,” Hospitals & Health Systems, Spring 2005.

    “Key Nonprofit Corporate Law Developments in 2004,” BNA’s Health Law Reporter, February 2005.

    “Advising Boards on the Risks of Personal Financial Liability,” AHLA, January 2005. 

    “New Duties of the Healthcare General Counsel in The Corporate Responsibility Environment,” BNA Health Law Reporter, Nov. 11, 2004.

    “Pardon Me, That’s Our Money,” HFM, Oct. 2004.

    “Using Your Web Site As an Accountability Tool,” Trustee Magazine, May 2004.

    “Up the Ladder” Counsel Reporting Processes for the Nonpublic/Nonprofit Corporation, BNA Corporate Accountability Report, April 16, 2004.

    “Governance Best Practices and the Office of the General Counsel,” AHLA In-House Counselor, March 2004.

    “Taking the Prudent Path – Best Practices for Non-Profit Boards,” Trustee Magazine, Nov-Dec 2003.

    “New Corporate Law Developments Offer Important Fiduciary Guidance,” BNA Health Law Reporter, July 24, 2003.

    “Hot Developments in Non-Profit Corporation Law,” Health Lawyers News, June 2003.

    “Revisiting the Duty of Care of the Nonprofit Director,” Journal of Health Law, Spring 2003.

    “The Fiduciary Duties of Healthcare Directors in the ‘Zone of Insolvency’,” Journal of Health Law, Spring 2002.

    “Non-Profit Health Systems:  New Legal Developments Suggest Alternative Corporate Structures,” Health Law Digest, May 2002.

    “No One’s Safe from ‘Enronitis’,” Modern Healthcare, April 15, 2002.

    “Lessons for Healthcare from Enron,” (Litigation) AHLA, 2002.

    “Must Know Legal Issues for Healthcare CFO’s,” HFMA, March 2002.

    “Key Nonprofit Corporate Law Developments in 2001,” BNA Health Law Reporter, Feb. 14, 2002.

    “An Emerging Issue: Waste of Charitable Assets,” AHLA Tax & Finance, Spring 2002.

    “Top Ten Policies for the Board,” Trustee Magazine, Sept., 2001.

    “Closing... Closing... Closed,” Trustee Magazine, January 2001.

    “Governance - When Does the Board Need its Own Legal Counsel,” Health Forum, 2001.

    “A General Counsel’s Guide to Accessing Restricted Gifts,” The Exempt Organization Tax Review, July 2000.

    “The Business Judgment Rule and Other Protections for The Conduct of Not-For-Profit Directors,” Journal of Health Law, Summer 2000.

    “The M & A Process & the Meaning of MEETH,” Health Law Digest, May 5, 2000.

    “Top Ten Health Care Corporate Developments,” BNA Health Law Reporter, July 15, 1999.

    “Deal Makers-Deal Breakers,” Hospitals and Health Networks, September 5, 1997.

    “Sales and Other Transfers of Non-Profit Health Facilities,” California Health Law News, Spring 1997.

    “The California Model,” Health Affairs, March/April 1997.

    Memberships & Activities

    Admitted to practice in California, U.S. District Court for the Central, Northern, and Eastern Districts of California, and the Ninth Circuit Court of Appeals.

    Member, California Attorney General’s Task Force on Charity Care.

    Member, American Health Lawyers Association.

    Member, California Society for Healthcare Attorneys.

    Member, Legal Framework Work Group, Panel on the Nonprofit Sector, Convened by Independent Sector.

    Speaking Engagements