Blue Cross and Blue Shield Association is one of those institutions that needs very little introduction, yet its sheer size and history warrant a reminder: It’s the national umbrella organization for the top health insurance brand in the United States, covering 100 million individuals at 96 percent of all U.S. hospitals and 91 percent of all practitioners’ offices.
Founded in 1930, the organization is the federation of 38 independent, community-based health insurers, known as "the Blues," in 50 states, the District of Columbia and Puerto Rico. As the mother ship for all these independent plans, the association handles national legislative, political and regulatory strategy for the individual plans. The association employs more than 1,000 people in its Chicago headquarters and Washington office.
Roger Wilson runs a 23-attorney legal department in the organization’s Chicago and Washington offices. His team advises the national association on legal matters including managed care, trademarks, government contracts, employment law, the Employee Retirement Income Secur­ity Act (ERISA) and antitrust. Wilson’s department also provides legal advice to the 39-member board of directors and serves as an information clearinghouse on major legal developments like the Affordable Care Act.
"When I joined the association in 1986, we had five or six attorneys and no Washington legal office — which was interesting, considering that one of the major responsibilities of the Blue Cross system was administering the health insurance plan for federal employees," Wilson said. He noted that Blue Cross still holds the largest private health care insurance contract in the world, that for the 5.2 million-member Federal Employees Health Benefits Program, which covers more than 60 percent of the health-insured federal work force.
Today, the Washington office is staffed by 10 attorneys who serve Blue Cross’ federal employee program and Medicare as well as the D.C. lobbying operation. In Chicago, the remaining 13 attorneys staff three groups: trademark; ERISA, which handles pension matters for the association; and the general counseling group, which handles contracts, procurement, privacy and litigation. The bulk of litigation occurs at the plan level.
All departments report to Scott Nehs, the association’s vice president, deputy general counsel and assistant corporate secretary, while Wilson spends most of his time handling legal issues at the board and C-suite level.
Wilson, who joined the association in 1986 following a partnership in civil litigation at Kirkland & Ellis, has worked over the years to implement centralized purchasing of legal and related services that extend beyond headquarters to the 38 individual plans, which at one point all hired their own outside counsel and related services, at considerable expense. Wilson’s effort to streamline the system became a major initiative in 1999 with measures as small as group buying of Westlaw services and other basic resources to shared legal services by topic. One example is a customized health care reform advisory service created by the association’s main Washington firm, Miller & Chevalier, and lead partner Anthony Shelley, that provides systemwide advice, with the association and the plans splitting the service cost. That move alone saved $18 million of the entire system’s legal expenses in 2012, Wilson said.
"We’ve brought more work in-house over time, including all of our [Health Insurance Portability and Accountability Act] work and [intellectual property] work," which has "ballooned" from one lawyer to a four-attorney team in Chicago, Wilson said. Kirkland & Ellis remains the association’s lead counsel, led by partners Gerald Nowak (corporate) and David Zott (litigation). Jenner & Block Chicago partner John Hamill also handles litigation matters for the association and the Blue plans.
Wilson stressed that health care reform preparedness is the No. 1 big-picture issue for his in-house and outside teams. "Health insurance products must be available on the exchanges on October 1 and coverage must begin by January 1," he said. "A lot of our lawyers’ time is spent trying to figure how many states are going to be up and running with their own exchanges by then."
Even though Wilson handles legal matters at the highest level in his department, "I’m constantly faced with a variety of issues and challenges that may not always involve the board or officers. Not all legal challenges rise to that level, so you’ve got to be open to all the implications," he said. "I could be looking at the way we govern ourselves. I could be looking at a litigation matter or something that’s coming out of a [U.S.] Senate committee. I don’t consider myself a specialist anymore."
ROUTE TO THE TOP
Wilson is a native of Evanston, Ill., and majored in history at Dartmouth College, where he graduated in 1972. He enrolled in Harvard Law School, becoming disenchanted with his studies until he discovered litigation. He graduated in 1975. Wilson headed to Kirkland immediately afterward and "started doing a lot of civil litigation and started drifting into clients in the health care field," eventually meeting the team from Blue Cross, which had been a client at Kirkland since the 1970s.
Wilson was hired by the association as senior vice president and general counsel in 1986, and his tenure at the company has included temporary supervision of the licensing department (not part of the legal group at that time) and its employee-benefits operation. He directed key revisions to the governing and licensing structure of association trademarks and managed oversight of the conversion of a number of nonprofit plans to for-profit, publicly traded companies. He has published and spoken extensively about alternative dispute resolution, antitrust and health care mergers and consolidations.
Wilson is a founding board member of the Chicago Sinfonietta orchestra and a board member and former president of the Legal Assistance Foundation of Metropolitan Chicago. His hobbies include golf, cycling, hiking, wine tasting and ballroom dancing, which he performed with his wife, who died last year. "She dragged me into it," Wilson said, recalling that she brought a compact music disc to a company holiday party years ago as a surprise and got him out on the dance floor to tango. "I’m going to get back to it someday," he said.
LAST MOVIE AND BOOK
Wilson’s last movie was Lincoln. During a recent leave of absence, he took a month-long trip around the world and brought along a number of author Philip Kerr’s Nazi-era detective novels featuring German homicide cop Bernie Gunther. "He hates the Nazis and he’s got an ancestor who’s part Jewish. It’s a really interesting series set in historical context in the ’30s and ’40s."