Charles M. Johnson
Chuck is a member in the corporate department. Chuck has extensive experience representing businesses in all commercial matters, including health care providers, physicians and other professionals, financial institutions, energy development firms and other businesses in organizing and acquiring new businesses, complicated transactions, and agreements. His practice covers all aspects of corporate, commercial, real estate, health care and mineral and energy development matters.
Chuck represents hospitals, behavioral health facilities, nursing homes and physicians in West Virginia regarding all aspects of regulatory and corporate compliance, including HIPAA, certificate of need, rate review, managed care contracts, reimbursement disputes, licensing and fraud and abuse issues. He is routinely involved in privacy matters including compliance with HIPAA requirements and responding to large scale privacy breaches.
He also advises clients regarding formation and compliance issues for nonprofit organizations, including seeking and maintaining tax exempt status, maintaining publicly supported charity status, executive compensation and excess benefits transaction issues, and corporate governance matters.
Chuck routinely represents and advises clients on general corporate matters, including the formation, operation, and related business planning for closely held corporations, limited liability companies and other business organizations. He counsels businesses on various state and local tax issues related to their organization and operation. He also represents businesses and individuals as to succession planning issues. He represents individuals in end of life planning.
Chuck is involved in complex commercial transactions and loans. He represents financial institutions in complex loan workouts, foreclosures, collection actions and bankruptcy proceedings. He also represents commercial developers and owners with real estate acquisition and development, leasing, financing, land use, and repossession issues. He has served as bond counsel and issuer's counsel on several tax-free bond issuances in West Virginia.
Chuck has represented lenders and borrowers in the financing of large scale wind and other alternative energy projects, including loan and bond financing. He frequently advises clients on complex commercial transactions, focusing on the health care, technology and the mineral and energy development industries. He has represented lenders and borrowers in small business loans. He represents clients in mergers and acquisitions, leases, joint ventures, debt financing (domestic and international) and bond financing. He also represents lenders and borrowers in distress and workout arrangements.
He advises craft brewers, wineries and distilleries as to federal and state licensure and regulatory issues.
Chuck was formerly counsel to the West Virginia Health Care Authority, responsible for certificate of need, rate review for hospitals, and financial disclosure matters.
He enjoys mountain biking, coin collecting, music, wine and craft beer tasting, gardening, history and genealogy and photography.
Previous experience includes:
Large Commercial Oil and Gas Loan
Served as West Virginia special lender's counsel in $500,000,000 loan involving oil and gas and transmitting utility interests as collateral in several states.
Sale of Skilled Nursing Facility
Represent the seller in the sale of a hospital-based skilled nursing facility to an independent long-term care group, including resolution of civil monetary penalty issues.
Represent borrower as West Virginia counsel in a $1,500,000 multi-state commercial loan.
Commercial Lease Dispute
Represent tenant is termination of a long-term commercial lease for a behavioral health facility.
Behavioral Health Reform Litigation
Successfully represented a group of providers that sought relief against several State agencies in Circuit Court and the West Virginia Supreme Court of Appeals to address problems anticipated in a system re-design for residential child care facilities, including development of new program requirements, new Medicaid and other governmental payor reimbursement methodologies, and compliance with administrative rule-making to implement such changes, compliance with federal and State Medicaid requirements, provider agreements and compliance with State licensure requirements. After the West Virginia Supreme Court of Appeals granted a stay and issued a writ of mandamus as moulded, successfully negotiated an agreed resolution with State agencies that maintains the existing reimbursement scheme and the status quo as to other proposed changes.
Craft Brewery Start-Ups
Assisted craft brewery and a craft cidery in start-up of new facilities in West Virginia, including organizational matters, federal and state licensing requirements and all aspects of regulatory compliance.
Dram Shop Liability
Successfully negotiated settlement of civil litigation on behalf of three craft breweries related to serving beer at a craft beer festival.
Large Health Care REIT
Served as local counsel in Indiana, Virginia and Ohio regarding a $1.9 billion two-tier health care REIT transaction involving senior living faculties, including local counsel opinions, title insurance and mortgage issues associated with the local facilities.
Large Home Health Acquisition
Represented the purchaser in a large national home health acquisition in excess of $200 million, including local regulatory due diligence, certificate of need and licensure and certification issues.
Formation of Community Foundations
Organized two new non-profit community foundations, including drafting articles of incorporation and bylaws, business registration, obtaining a tax exemption, review of fund agreements, negotiating with existing foundation for granting of funds, and other aspects of establishing a new tax exempt community foundation.
Served as local counsel in a large nationwide loan for a nation pharmaceutical manufacturing firm, including providing a local counsel opinion.
Certificate of Need
Represented the applicant in obtaining a certificate of need to develop a new home health agency in West Virginia, including review of CON application and need methodology and represented the applicant in a CON hearing before the West Virginia Health Care Authority.
Advised the developer and a large retail chain as to new development, including land use issues, entitlements, laws governing sale of alcohol and special use permits. Representation before the local board of zoning appeals to obtain special use permits for the project.
Small Business Loan
Represent the borrower to obtain a small business loan to finance the constructions and operation of an upstart craft brewery in West Virginia
Child Welfare Agency
Successfully represented a child welfare agency in addressing closure of an on-site school for a residential facility by the West Virginia Board of Education; negotiate a new agreement ad navigate a new educational plan allowing the prompt reopening of the school.
Restructuring Real Estate for National Franchise
Helped to restructure national franchise chain's ownership of restaurants including multiple West Virginia properties.
West Virginia Craft Brewers Guild
Lobbied for the passage of Senate Bill 273 which made several important changes for the craft brewing industry in West Virginia, including graduated licensing fees and retail sale of growlers.
Child Welfare Agency
Successfully represented a child welfare agency in a high profile closure, including addressing licensure violations and negotiating a plan of correction to enable a reopening of the facility.
Mobile X-ray Acquisition
Represented the seller in an asset acquisition, including certificate of need and due diligence matters.
Social Media and Privacy
Counseled client as to privacy and security implications of social media and internet applications providing a medical records interface and repository.
Coal Acquisition Due Diligence
Conducted real estate due diligence as to mineral and other assets acquired out of bankruptcy in multi-state large coal acquisition; served as West Virginia counsel as to certain deal aspects.
Child Welfare Agency
Represented child welfare agency in an administrative hearing and related licensure compliance issues associated with the closure of three group homes.
West Virginia Craft Brewers Guild
Organized and counseled trade association for West Virginia craft brewers.
Privacy Issues for Navigators
Represented a Navigator in West Virginia related to compliance by Navigators for the West Virginia Health Benefit Exchange, a State partnership Exchange, with the privacy and security provisions of the Affordable Care Act and other requirements.
Represented buyer in acquiring a hospice care facility in West Virginia, including appearance at an adversary hearing before the West Virginia Health Care Authority.
Represented borrower in bond transaction to construct an innovative technology used to convert municipal solid waste using a mechanical/biological process to alternative fuel.
Managed Care Contracts
Represented managed care network in developing model managed care professional services contracts for managed care network.
Certificate of Need
Successfully represented mobile X-ray company in a hotly contested adversary hearing before the West Virginia Health Care Authority to obtain a certificate of need to develop a state-of-the-art mobile X-ray service to serve nursing homes and assisted living facilities throughout West Virginia. Successfully represented the applicant in an administrative appeal before the WV Office of Judges.
Advised client as to the organization, development and licensure of a craft brewery in West Virginia, including various issues related to obtaining a residential brewer and brew pub license, as well as other licenses, permits and requirements, including health, sanitary, environmental and safety issues.
Successfully arbitrated a dispute between a hospital and a physician regarding the repayment obligation of the physician under a recruitment agreement. He currently serves as a dispute resolver for the AHLA panel for mediation and arbitration of health care disputes.
Wind Energy Project
Represented a group of international and domestic lenders in a loan to fund the development of a large wind energy project in West Virginia, including serving as environmental counsel and also as West Virginia counsel for the lenders, including oversight and due diligence as to environmental and regulatory aspects, oversight as to real estate and title insurance issues, including many complicated issues as to title and title insurance issues, review and advice as to administrative proceedings and litigation as to noise complaints and other risk management and due diligence issues.
Represented an international lender in a large agricultural loan secured by real estate, personal property and livestock.
Loan Workout and Refinance
Represented national bank in refinancing a large commercial real estate development, including subdividing the retail property.
Behavioral Health Licensure
Successfully represented new behavioral health facility in a series of closure actions by State licensure agency, including administrative litigation and informal dispute resolution.
Large Regional Bank
Collection, loan workout, foreclosure, bankruptcy and real estate and regulatory matters in West Virginia. Projects included work-outs of loans to restaurant franchisees, foreclosure of a golf course, foreclosure and bankruptcy regarding a large ski resort and high-end residential development., a structured auction of two land companies, foreclosure of commercial and residential developments throughout West Virginia and other issues related to large commercial loans.
Acquisition of Nursing Homes and Alternative Living Facilities
Represented buyers and sellers of nursing homes and alternative living facilities in Ohio and West Virginia, including negotiating and documenting the transaction, financing and loan documentation, certificates of need, licensure and certification, reimbursement, provider agreements, litigation, risk management and due diligence issues.
Wind Energy Project
West Virginia lender's counsel for approximately $600 million loan to finance the NedPower Mount Storm Wind Energy Project, a 264 Megawatt wind farm, including review of loan documents, environmental, regulatory and real estate due diligence for lenders, a consortium of international banks. Overview of complex title insurance, real estate, and administrative and civil litigation issues.
Data Breach: International Research Firm
Comprehensive and rapid response to data breach under HIPAA and State disclosure and breach notification laws, including mitigation, risk management, and advice regarding privacy and security issues.
Behavioral Health Facility
Successfully represented provider in civil and administrative litigation regarding closure efforts and multiple sanctions by several State agencies, including licensure, fraud and abuse, certificate of need, malpractice, reimbursement, and civil rights issues.
Represented hospitals, physician groups and other covered entities as to the development of HIPAA compliance plans and HIPAA audits and investigations. Rapid investigation and response to potential breaches of protected health information. Also addressed issues related to HITECH and Electronic Health Record compliance.
Successfully represented new behavioral health facility providing MR/DD Waiver services in administrative litigation to avoid closure, including multiple plans of correction and administrative proceedings.
Large Agricultural Loan
Represented international lender in a large agricultural loan involving ranches and livestock in West Virginia.
General representation of child care agency regarding licensure, reimbursement, certificate of need, employment, risk management and administrative and civil litigation, non-profit governance and other issues related to behavioral health services.
Home Health Agency
Certificate of need and licensure and certification issues related to the development and expansion of home health agency. Also represented home health agency in acquiring another hospital-based home health agency and addressing potential certificate of need violations with the establishment of a new office.
Nursing Home Group
Advice concerning all aspects of acquisition of nursing home facilities, including certificate of need and licensure and certification issues.
West Virginia Behavioral Health Care Providers Association
Represented the WVBHCPA is filing an amicus brief in support of reforming system of care.
Advice to banks and financial institutions regarding lender liability, including environmental concerns upon foreclosure.
Mobile Ultrasound Screening Services
Obtained statewide Certificates of Need for development of mobile health screening services, and successfully appealed challenges and appeals.
Behavioral Health Care Facility
Responded to stolen laptop and inadvertent data breach, including mitigation, risk management, and advice regarding privacy and security issues.
Large Coal Company
Represented coal company regarding all aspects of acquisition of coal leases and related real estate and mineral issues.
Oil and Gas Owners
Represented mineral owners in civil litigation to declare their ownership interests and to collect unpaid royalties.
Ambulatory Surgery Center
Successful in obtaining a certificate of need for a new ambulatory surgical center. Advice concerning Certificate of Need, Stark, and other regulations. Further certificate of need matters governing the expansion and relocation of the existing ASC.
Represented the borrower in a loan closing on a loan in excess of $40 million to fund construction of a high profile casino at an international resort. Closed in less than one week.
Atlantic Development & Capital LLC
Acquisition of coal and other assets in excess of $80 million.
Monongalia County Building Commission
Issuers counsel for several bond issuances for health care providers, including a hospital and a nursing home, to fund capital improvements.
Large Regional Cardiothoracic Surgeon Group
Negotiated contractual agreements with large national hospital chain related to development of new open heart surgery program.
Calyon New York Branch
Represented lender regarding $80 million credit agreement related to financing of coal company.
Spanish Technology Foundation
Organization of U.S. subsidiary of technology foundation based in Spain.
Assisted Living Facilities
Served as West Virginia Counsel for acquisition of assisted living facilities, including licensure, certificate of need and other compliance issues.
Highlights & Recognitions
- BV® Rated, Martindale-Hubbell®
- Featured Case: FBT attorneys granted stay in West Virginia, ensuring continued care for over 300 children in need
Memberships & Affiliations
- West Virginia State Bar: Administrative Law, Energy Committee, Alternative Energy Subcommittees; prior service on Law and Medicine Committee, Chair (2011-2012)
- Kanawha County Bar Association
- American Bar Association: Member, Health Care Law Section, Administrative Law Section
- West Virginia Chamber of Commerce: Member, Health Care Committee; Member, Energy Committee
- American Health Lawyers Association: Long Term Care Committee; Health Information & Technology Committee; Behavioral Health Task Force
- Energy and Mineral Law Foundation
- West Virginia Bankers Association
- West Virginia Hospital Association
- West Virginia Health Care Association
- West Virginia Coal Association
- West Virginia Craft Brewers Guild< Associate Member
- Independent Oil & Gas Association
- International Association of Privacy Professionals
Recent Blog Posts
- Failure to Erase Discarded Photocopier’s Memory Results in $1.2 Million Settlement
- SB 273 – New Limits on Opioid Prescriptions Change the Game for West Virginia Hospitals and Physicians
- West Virginia Rolls Out Comprehensive Opioid Response Plan
- West Virginia Continues Cultivation of Medical Cannabis Rules
- Green Grass in the Bluegrass: Kentucky’s Medical Marijuana Law
- Dramatic Shift in Federal Enforcement Priorities Related to Legalized Marijuana Use
- Comments Requested in New West Virginia Medical Cannabis Rules
- Carefully Navigate Shifting Sands of Federal Enforcement Priorities Related to Medical Marijuana
- A Multi-Pronged, Proactive Approach to the Opioid Crisis
- Substance Abuse Alert: West Virginia Expands Medicaid Program to Cover Naloxone Treatment, Methadone Treatment and Short-Term Residential Treatment for Substance Use Disorders
- West Virginia Legislature Proposes Progressive Changes to Alcohol Laws
- New Tax Bill Threatens Important Tax-Exempt Bond Provisions
- Affinity Health Plan – Failure to Erase Photocopier Memory Results in $1.2 Million HIPAA Settlement
- HIPAA Final Rule - What's a Covered Entity Supposed to Do?
- The Final Omnibus HIPAA Rule is Finally Here
- CMS Proposed Rules Provide Framework for Organizing Accountable Care Organizations
- CMS Redefines Meaningful Use for EHR Incentive Program
Civic & Charitable Organizations
- American Lung Association of West Virginia: Member, West Virginia Board of Advisors, December, 2014-present; Vice-Chair, 2016-present
- Greenbrier River Trail Bike Trek, Chair, Steering Committee, 2017-2018
- Harvard Club of West Virginia, Alumni Admissions Committee, 1999-present; Executive Committee, 2004-present
- Friends of Harvard Track
- Mountain State Numismatic Society, Board Member, 2017-present
- River City Coin Club, Secretary and Director, 2017
- Rails to Trails Conservancy, Member
- Mon River Trails Conservancy, Member
- Country Roads Cyclists, Member
Non-FBT Publications and Events
"Franchise Agreements in West Virginia--Outline of Legal Requirements for Craft Brewers," presentation to the West Virginia Craft Brewers Guild, April 16, 2018.
Proposed changes to the ethics rules adopted by the West Virginia Supreme Court of Appeals related to advising medical marijuana related business clients regarding compliance with West Virginia Medical Cannabis Act--http://files.constantcontact.com/75edd16b001/2f41cc4c-9f4b-4e8a-81d3-cad17a7f0609.pdf
"The Rollout of Medical Marijuana in West Virginia--Challenging Legal Frontier or Barren Desert?"-- The West Virginia Lawyer, Spring 2018
Charles Johnson recently moved the West Virginia Supreme Court of appeals to amend the Rules of Professional Conduct to address the ethical dilemmas faced by West Virginia attorneys in representing medical cannabis related clients: http://files.constantcontact.com/75edd16b001/9cf22908-6e27-48fe-b0f7-b276923aeac2.pdf
"West Virginia Medical Marijuana Law: Financing and Investing in the Medical Marijuana Industry," presented at the West Virginia Medical Cannabis Law Conference, October 18, 2017 in Charleston, West Virginia.
Medical Marijuana Takes Root in West Virginia, West Virginia Journal Digital Edition:https://www.theet.com/statejournal/medical-marijuana-takes-root-in-west-virginia/article_3017ffa1-d92f-5d80-8007-aa21c754598e.html
"Recovery Audit Contractors–How to Effectively Respond to RAC Audits," presented at the Health Care Law Seminar sponsored by the WVU College of Law and the West Virginia State Bar Law and Medicine Committee on September 11, 2015 in Morgantown, West Virginia.
Chuck Johnson served as the lobbyist for the West Virginia Craft Brewers Guild in getting legislation passed to allow retail growler sales, to reduce licensing fees and to provide other important benefits to the craft beer industry in West Virginia: http://brilliantstream.com/wv-celebrates-growler-fills/
"Navigating the Rapids: Certificate of Need Issues in West Virginia", presentation to West Virginia Health Care Financial Management, Stonewall Jackson Resort( May 22, 2015).
"The Future of the Craft Beer Industry in West Virginia," represented the West Virginia Craft Brewers Guild served as presenter on panel that also included beer and wine distributors and also WVABCA representatives ( Winter Meeting, West Virginia Beer and Wine Association, Charleston, WV, February 16, 2015)
West Virginia Craft Beer Legislation:
"Objects in Mirror are Larger than They Appear-Managing Compliance Risks in Acquisitions," presentation with Chad Eckhardt at the 2014 Healthcare Deal Making Summit, Nashville, TN, September 15, 2014.
"Open Payments Reporting: Overview of the Physicians Payment Sunshine Act," Presentation to the Law and Medicine Committee, West Virginia State Bar August 27, 2014.
"The Nuts and Bolts of HIPAA/HITECH," presentation by Alaina Crisllip and Charles M. Johnson to the Law and Medicine Committee annual seminar on Health Care Law, Charleston, West Virginia, on November 21, 2013.
“Affinity Health Plan HIPAA Breach/ Monongalia General Hospital v. WVUH,” presentation on substantive issues to the Law and Medicine Committee on August 26, 2013.
"West Virginia Breweries are Banding Together to Raise Their Profile," The State Journal (July 26, 2013):
"ACA: Impact of Economic Development & Employers," Roane County Economic Development Authority, March 18, 2013.
"Federal Health Care Reform Update., West Virginia Economic Development Council, Charleston, West Virginia on February 27, 2013. The impact of ACA health care reforms on economic development in West Virginia, and an overview of ACA reforms affecting employers--what employers need to know to "pay or play."
"Anatomy of Breach: Practical Tools to Respond to a Breach," presented in Charleston, West Virginia on November 8, 2012.
"Ethical Issues Regarding Social Media and Electronic Communication," presented with Andrea Hinerman at the Law and Medicine Committee/WVCLE Emerging Issues in Health Care Law Seminar in Charleston, West Virginia on May 31, 2012.
"Risk Management Issues for Nursing Homes and Long-Term Care Administrators–How to Effectively Handle Complaints, Address Licensure Issues and Avoid Litigation," presented at the West Virginia Health Care Association, Charleston, W. Va., March 8, 2012.
"Reporting Suspected Crimes in Nursing Homes and LTC Facilities", presented at West Virginia Health Care Association, Managing the Changing Legal Landscape, Charleston, October 11, 2011.
"Accountable Care Issues Update," presented at Health Executives Network, Executives Directors Meeting, Louisville, August 25, 2011.
"Accountable Care Organizations: The New ACO Regulations", presented at Frost Brown Todd Accountable Care Organizations Seminar, Indianapolis, June 30, 2011.
"New Rules Could Jump-Start Shared Savings Program," West Virginia State Journal, May 27, 2011.
"Accountable Care Organizations: The New Rules; Nuts and Bolts in Developing ACOs", presentation at Health Law 2011 Seminar sponsored by WVU College of Law and the Law and Medicine Committee of the WV State Bar, May 20, 2011.
"Attorney says time will tell if ACOs are good for W.Va.," The Record, April 27, 2011.
"CMS Proposed Rules Provide Framework for Organizing Accountable Care Organizations," April, 2011.
"Risk Management for Nursing Homes and Long Term Care Facilities," West Virginia Health Care Association, April 19, 2011.
"HIPAA and HITECH Update" and "Responding to Subpoenas and Search Warrants," Health Care 2010 CLE, March 19, 2010.
"FTC Delays Enforcement of Red Flags Rule Until August 1,2009 for Health Care Providers Who Extend Credit to Patients," May 5, 2009.
"Leveraging Our Investment in Behavior Health Care," The West Virginia Record, February 12, 2009.
"The Economics of the Certificate of Need Program: Not So Simple?" January 30, 2009.
"Special Issues Regarding Disclosure and Release of Medical Records" and "Responding to Subpoenas," October 30, 2008.
"Compliance with the FTC's Identity Theft Red Flag Rules Required for Health Care Providers Who Extend Credit to their Patients," October 28, 2008.
"Continuation of Certificate of Need," Policy Statement Drafted for West Virginia Chamber of Commerce, January 15, 2007.
"Mediation Training, American Health Lawyers Association, February 1, 2005.
"Health Law in West Virginia, Presentation on Voluntary Disclosures Under the OIG's Provider - Self-Disclosure Protocol, Update on HIPAA, Merging and Acquiring Medical Practices," Health Law in West Virginia, December 16, 2003.
"What Defense Counsel Needs to Know about HIPAA Privacy Provisions," Annual Meeting of West Virginia Defense Trial Counsel, May 31, 2003.
"Mental Health and the Law - HIPAA, Balancing the Rights of Minors, Parents and Providers," Mental Health and the Law, January 31, 2003.
"HIPAA," Presentation to the West Virginia Child Care Association, December 10, 2002.
"HIPAA Privacy Provisions - Confidentiality of Medical Records in West Virginia" July 12, 2002.
"Ethical Considerations, Confidentiality Issues, HIPAA, Responding to Subpoenas and Law Enforcement Personnel," Exploring Current Issues in Health Care Law, April 12, 2002.
"Mental Health and the Law - Balancing the Rights of Minors, HIPAA," January 16, 2002.
"New CON Strategies for Cardiac Surgery," M.D. News, January, 2002.
"DHHS Issues First Guidance on HIPAA Patient Privacy Provisions," M.D. News, November, 2001.
"Physicians at Risk for Monetary Penalties for EMTALA Violations," M.D. News, August, 2001.
"Corporate Compliance - Proactive Approaches to Minimizing Risk and Fraud Exposure; The Rehab Option in Medicaid," National Council for Community Behavioral Health Care, March 31 - April 3, 2001.
"The Emergency Medical Treatment and Active Labor Act: A Closer Look at Regulations and Implications for Hospitals and Medical Staff," March 21, 2001.
"Professional Liability; Responding to Subpoenas and Court Orders - Mental Health and the Law," November 14, 2000.
"Confidentiality of Medical Records," West Virginia Medical Journal, July/August 2000.
"EMTALA Anti-Dumping Update: Laws and Regulations," West Virginia Hospital Association, February 10, 1999.
"Common Health Care Transactions - An Overview of State Agency Involvement," Commercial Law Institute, August 25, 1997.
"Legal Issues in Hospital - Physician Affiliation and Integration," June 20, 1996; August 25, 1997.
"State Medicaid Actions Ruled Unconstitutional," Summer, 1997.
"Pressley Ridge Schools Granted Affirmative Relief," Fall, 1997.
"State Medicaid Actions Ruled Unconstitutional," Summer, 1997.
"How to Minimize Hospital and Physician Liability for COBRA Violations," Second Annual West Virginia Health Care Conference, June 1996.
"Managed Care and Integration of Physician Practices in West Virginia," January 25, 1996.
"Overview of Managed Care and Integrated Delivery Systems in West Virginia," First Annual West Virginia Health Care Conference, June 1996.
"The Mechanics of Networking and Survival in a Managed Care Marketplace - Integration and Affiliation of Physician Practices," August 25, 1994.
"Confidentiality of Medical Records in West Virginia - AIDS, Alcohol and Substance Abuse and Behavioral Health Records," 1994-1998.
"Certificate of Need Issues for Behavioral Health Providers," 1994.