Claire H. Topp
PEOPLE

Claire H. Topp

Partner
topp.claire@dorsey.com

Overview

A PARTNER IN DORSEY’S HEALTH AND NONPROFIT AND TAX EXEMPT ORGANIZATIONS PRACTICE GROUPS, CLAIRE COLLABORATES WITH HER CLIENTS TO ACHIEVE THEIR BUSINESS GOALS BY UNDERSTANDING THEIR RISK TOLERANCE AND APPLYING PRACTICAL AND RISK MITIGATING SOLUTIONS WITHIN A COMPLEX REGULATORY ENVIRONMENT.

Claire works in three diverse sectors – health care, tax exempt organizations, and standards development organizations.

Claire is a frequent lecturer on governance best practices, private foundation excise taxes, Stark II, Medicare/Medicaid fraud and abuse and negotiating employment agreements for physicians, dentists and advanced practice nurses.

Education & Admissions

University of Minnesota Law School (J.D., 1992), magna cum laude; Order of the Coif

University of Minnesota (B.S., 1988)

Carleton College (B.A., 1986), cum laude

Admissions

  • Minnesota

Experience

Representative Work

Healthcare

  • Represented tax exempt healthcare system in Northwest in formation of joint venture, negotiation of professional services agreement and management agreement with for profit retail pharmacy to operate retail clinic staffed with advanced practice nurse professionals provided by health care system.
  • Represented numerous multi-hospital healthcare systems on joint ventures with physicians related to diagnostic imaging and ambulatory surgery centers.
  • Represented healthcare system in negotiation and formation of regional cancer alliance with another healthcare system and group of radiation oncologists in Northwest.
  • Represent multi-hospital healthcare system in a formation of a joint venture with physical therapy providers.
  • Represent many individual physicians on negotiating first employment agreement out of residency or fellowship in a range of specialty areas including ophthalmology, radiology, ENT, OB/GYN, cardiology, anesthesia, emergency medicine, neurology, gastroenterology, neurosurgery, hospitalists, internal medicine, family practice and others.
  • Represented a Midwest hospital system and a Northwest hospital system to create a cardiovascular service line “institute” in Midwest and Northwest providing professional services and management services for hospital’s cardiovascular service line.
  • Represented a variety of small physician practices (2 to 15 physicians) with various specialties (cardiology, OB-GYN, ENT, anesthesiology, radiology) on sale of practice to multi-hospital systems creating governance structures for physicians to continue governing their practices as employees of the hospital systems.
  • Serve as corporate counsel to large single specialty physician practices providing day to day advice on governance, employment, shareholder and compensation matters.
  • Represented healthcare system in Northwest to create a joint venture with a national retail pharmacy to open walk-in clinics staffed by advanced practice providers.
  • Represent numerous healthcare systems to obtain fair market value support for utilization reviews, call coverage, acquisitions, joint ventures and other integration strategies.
  • Represented a leading provider of rehabilitation management services located in the South to structure relationships with advanced practice providers to comply with fraud and abuse, corporate practice of medicine and scope of practice and supervision requirements in many states.

Tax Exemption

  • Represented several tax exempt organizations on response to Civil Investigative Demand (“CID”) from state Attorney General.
  • Obtained tax exempt charitable status for nonprofit network of Christian Science providers in appeal reversing initial denial of tax exempt status by Internal Revenue Service.
  • Obtained tax exempt charitable status for world-class University-related research park in Montana.
  • Represented hospital conversion foundations to address public charity status following sale of hospital.
  • Represented foundations affiliated with medical device companies and health plans to address shared value initiatives.
  • Represented for profit businesses and charities on structuring cause related marketing and fundraising counsel relationships in compliance with state laws in all 50 states.
  • Assisted numerous non-profits and trusts in obtaining IRS determination letters, responding to IRS tax exempt audits, establishing reasonable compensation consistent with Section 4958 “rebuttable presumption of reasonableness” safe harbor.
  • Represented numerous company foundations on development of scholarship and disaster relief programs for employees.
  • Advise a public charity that creates and sustains affordable housing on most advantageous tax structure through use of a for profit subsidiary to house a real estate fund that will provide Community Reinvestment Act benefit to the fund’s investors.
  • Represent a Colorado nonprofit that provides a maternal and early childhood health program to use social impact bonds to attract commercial and philanthropic investors in partnership with government.
  • Represented numerous philanthropists in designing effective vehicles to accomplish their charitable objectives, including gift agreements, donor advised funds, supporting organizations and private foundations.

Standards Development Organizations

  • Represent standards development organizations on a wide range of issues arising during the lifecycle of the standards process, including, formation, governance (such as fiduciary duties and conflict of interest issues), appeals, risk management, intellectual property rights policies, patent pools, conformance programs, and tax.

News & Resources

Select Presentations

  • Teaching - University of Minnesota Law School, Fall Semester 2011-2014 and 2017; Spring Semester 2016
  • “Private Funds Symposium,” New York Office, September 27, 2017
  • “Delta Dental Plans Association Legal Meeting,” Threats Against Reserves and Strategies to Diversify Revenue While Protecting Tax Exempt Status, September 14, 2017
  • “Navigating Legal Issues for Family and Private Foundations,” Minnesota Council on Foundations, September 13, 2017
  • “Best Practices When Sitting on a Non-Profit Board,” Dorsey U, August 31, 2017
  • “Social Impact Bonds,” 2017 Nonprofit Law Conference – Minnesota CLE, March 14, 2017
  • “Social Impact Bonds,” Dorsey’s Annual Des Moines Symposium on Public Private Partnership, October 27, 2016
  • “Navigating Legal Issues For Minnesota Foundations,” Minnesota Council on Foundations, September 27, 2016
  • “Legal Update for Tax Exempt Organizations,” Clifton Larson Allen Healthcare and Nonprofit Conference, May 2, 2016
  • “Pay for Success 2.0,” Utah Innovation Summit, January 27, 2016
  • “Business Law Concentration Seminar,” University of Minnesota Law School, December 2, 2015
  • “Health Law & Bioethics Career Panel,” University of Minnesota Law School, October 21, 2015
  • Moderator “The Avera Marshall Case: What Happened and What’s Next for Hospitals and Physicians?” MSBA Health Law Seminar, March 2015
  • “Negotiating a Contract for Employment,” University of Minnesota - Advanced Practice Nursing Students, February 9, 2015
  • “Transition to Practice Program: Negotiating Employment Agreements,” Minnesota Medical Association, February 2015
  • “MMA Physician Contract Presentation,” Minnesota Medical Association, November 5, 2014
  • “Transition to Practice Program: Negotiating a Contract for Employment,” Minnesota Medical Association, September 9, 2014
  • “Practice Resources: Your Guide to Non-Profit Practice in Minnesota,” Panel Presentation at Minnesota CLE 2014 Nonprofit Law Conference, March 12, 2014
  • “Negotiating Employment Agreement,” Minnesota Medical Association, October 17, 2013
  • “Intermediate Seminar on Legal Grantmaking,” Co-presenter, Minnesota Council on Foundations, June 9, 2013
  • “Fundraising Issues: Multistate Solicitation and Cause Related Marketing,” Minnesota CLE 2013 Nonprofit Law Conference, March 12, 2013
  • "Negotiating a Contract for Employment," University of Minnesota - Advanced Practice Nursing Student Conference, March 1, 2013
  • “Sports Philanthropy Presentation,” All Sports United Conference, August 7, 2012
  • “Understanding D&O Issues in a Brave New World: Healthcare, Nonprofit, For Profit and a Bevy of Other Issues,” Annual Bankruptcy Institute Spring Conference, April 20, 2012
  • Health Law “Hot Topics,” Minnesota Women Lawyers, March 22, 2012
  • “Legal Basics for Family, Independent and Corporate Foundations,” Minnesota Council on Foundations, co-presenter, March 8, 2012
  • “Negotiating a Contract for Employment,” University of Minnesota - Advanced Practice Nursing Student Conference, February 24, 2012
  • "Legal Basics for Private Foundations,” Council on Michigan Foundations, November 16, 2011
  • "Legal Basics for Private Foundations," Minnesota Council on Foundations, August 25, 2011 and "Health Care Reform: The Sequel," Dorsey & Whitney LLP, June 13, 2011
  • "Good Governance: Implementing Recommended Practices and Principles," LarsonAllen Annual Nonprofit and Foundation Conference, May 12, 2011
  • “Joint Ventures Between For Profits and Nonprofits,” MSBA Nonprofit Law Conference, March 9, 2011
  • "Negotiating a Contract for Employment," University of Minnesota - Advanced Practice Nursing Student Conference, February 25, 2011
  • “Mergers, Consolidations, Hospital Alliances, Joint Ventures and Other Group Activities,” Medical Group Management Association 2010 Annual Conference, October 24, 2010
  • “Legal Basics for Grantmakers,” Minnesota Council on Foundations Conference, October 6, 2010
  • “Dissolving Family Foundations: Breaking Up Is???”, St. Paul Foundation, September 8, 2010
  • “Health Care Reform and Its Impact on Providers,” Dorsey U, June 23, 2010
  • “The 2010 Charities Review Council Standards,” MSBA Nonprofit Law Conference, March 9, 2010
  • "Negotiating a Contract for Employment,” University of Minnesota - Advanced Practice Nursing Student Conference, February 26, 2010
  • “Accountability Standards – Panel Presentation,” Joint Conference Minnesota Council on Nonprofits, Minnesota Council on Foundations, November 6, 2009
  • “Legal Basics for Grant Makers,” Minnesota Council on Foundations, September 29, 2009
  • “Physician Employment Contracting Issues,” Regions Hospital Emergency Medicine Residents, June 25, 2009
  • “Negotiating an Employment Contract,” Minnesota Young Ophthalmologist Society’s meeting, May 14, 2009
  • “Citizen Lawyer CLE Panel,” Hennepin County Bar Association, May 13, 2009
  • “Negotiating a Contract for Employment,” University of Minnesota - Advanced Practice Nursing Student Conference, March 14, 2009
  • "Contracting Issues," Regions Hospital Emergency Medicine Residents, July 10, 2008
  • "Prepare for the New 990," Nonprofit clients, co-presenter Karen Gries of LarsonAllen, June 9, 2008
  • "Good Governance: Implementing Recommended Practices & Principles," LarsonAllen's Nonprofit & Foundation Conference, co-presenter Sara Peterson of LarsonAllen, May 13, 2008
  • “Legal Basics for Grantmakers,” MN Council on Foundations, March 20, 2008
  • “Negotiating a Contract for Employment,” University of Minnesota - Advanced Practice Nursing Student Conference, February 29, 2008
  • “Good Governance: Implementing Recommended Practices & Principles,” National Television Academy, February 7, 2008
  • "Physician Employment Issues," Regions Hospital Emergency Room Physicians, August 29, 2007
  • "Street Smarts – Legal Issues for Trustees," Minnesota Council on Foundation, May 16, 2007
  • "Healthcare Professional Employment Issues," Advanced Practice Nursing Student Conference, February 23, 2007
  • "Topp 10 Best Practices in Governance and Management of Nonprofits," Nonprofit Management Class at Humphrey Institute, February 21, 2007
  • "Revisions to Pension Protection Act," Minnesota Council on Foundations Grantmakers Networking Forum, January 31, 2007
  • "Nonprofit Governance in the Post-Enron Environment," presented as a workshop to delegates from Education Minnesota, July 6, 2006
  • "Physician Employment Issues," Regions Hospital Emergency Room Physicians, July 5, 2006
  • "Doing Business Overseas: Issues and Guidance on Legal Structures, Tax Implications, and Compliance with U.S. Laws," National Association for College and University Attorneys, June 25, 2006
  • "Overview of Charitable Giving," Meristem Family Office, June 13, 2006
  • "Physician Employment Agreement Issues," Minnesota Medical Association, May 6, 2006
  • "Donor Advised Funds," Society for Financial Professionals, May 4, 2006
  • "Nonprofit Governance in the Post-Enron Environment," Board of Trustees of Johnson C. Smith University, April 22, 2006
  • "Donor Advised Funds," Swenson/Anderson Financial Group Advanced Planning Study Group, April 20, 2006
  • "Making the Most of Your 990-PF," national teleconference sponsored by the Regional Conference of Grantmakers, March 7, 2006
  • "Legal Issues in Philanthropy," Minnesota Council on Foundations, March 9, 2006
  • "Healthcare Professional Employment Issues," Advanced Practice Nursing Student Conference, February 24, 2006
  • Panel presentation on changes in philanthropy, Financial and Estate Planning Council of St. Paul, January 17, 2006
  • Minnesota Council on Nonprofits-- Nonprofit Legal and Accountability Conference, November 4, 2005
  • "Physician Employment Issues," Regions Hospital Emergency Medicine Residents, July 6, 2005
  • "Foundations 101," Association of Small Foundations, May 18, 2005
  • "Hot Issues Update for Exempt Organizations," LarsonAllen’s Annual Nonprofit and Foundation Conference, May 11, 2005
  • "Physician Contracting," Minnesota Academy of Ophthalmology, March 12, 2005
  • "Topp 10 Best Practices and Governance and Management of Nonprofits in Post-Enron Environment – An Executive Directors’ View," presented to 20 Executive Directors of health charity members of Community Health Charities (January 12, 2005)

Industries & Practices

  • Health Transactions & Regulations
  • Healthcare
  • Non-Profit & Tax Exempt Organizations

Professional & Civic

Professional Achievements

  • Adjunct Professor, Nonprofit Law, University of Minnesota Law School, Fall Semester 2011-2014
  • Chair, Nonprofit Corporations Committee of the Minnesota State Bar Association, 1997-2003
  • Member of 2005 Public Trust Task Force of Minnesota Council on Foundations
  • Director, Charities Review Council, 2004-2010
  • Chair, Community Health Charities, 2010-2012; Director, 2004-2012
  • Director, NPH-USA (formerly known as Friends of the Orphans), 2004-2010; 2011-2012
  • Director, Nuestros Pequeños Hermanos International (a Virginia nonprofit corporation), 2011-2012
  • Director, Nuestros Pequeños Hermanos y Hermana, International (a Mexican charitable organization), 2013-present
  • Member, American Health Lawyers Association and Minnesota State Bar Association, Health Law and Nonprofit Law Section

Accolades

  • “Lawyer of the Year” in Minneapolis in Nonprofit/Charities Law by The Best Lawyers in America, 2019
  • Listed in Best Lawyers in America©, 2019
  • Named "One of the Top 100 Women Lawyers in Minnesota" by Mpls. St. Paul Magazine, 2015
  • Listed as a Minnesota Super Lawyer, 2003-2018
  • Recognized as “Rising Star” by Minnesota Law and Politics 

North Star Lawyer logo

  • MSBA North Star Lawyer, 2012-2017
  • Rated "One of the Top 100 Women Lawyers in Minnesota" by Minnesota Law and Politics, 2007
  • Leading Health Care Attorney in the August 2005 edition of Minnesota Physician
  • Listed as "Who's Who in Health Care Law" by Minnesota Law and Politics, January 2004
Claire H. Topp