Full opinion text
HULL, Circuit Judge: These three consolidated appeals arise from a single prosecution involving health care fraud and violations of the Anti-Kickback laws regulating Alabama Medicaid, which is funded in part by the United States government. Defendant Jeff Vernon appeals his convictions on numerous grounds, including the district court’s denial of his motion for a judgment of acquittal under Federal Rule of Criminal Procedure 29. Defendant Butch Brill also appeals the district court’s denial of his Rule 29 motion. The government appeals the district court’s order setting aside the jury’s guilty verdicts as to Chris Vernon and granting his Rule 29 motion. This prosecution involves “factor” medication, which is a special, expensive medication used to treat hemophilia, a blood clotting disease. Defendants Chris Vernon and Jeff Vernon were executives of MedfusionRx, LLC (“Medfusion”), which is a specialty pharmacy that fills prescriptions for factor medication. Their dispensing factor medication, especially to Medicaid recipients, was a profitable, and indeed, lucrative business due to the high Medicaid reimbursement rate. In order to gain more factor medication business, Medfusion made sizable payments to individuals and businesses if they would refer their hemophiliac clients to Medfusion for prescription filling. Specifically, Medfusion paid 45 to 50 percent of its profits on filling factor medication prescriptions to the individual or business that referred-that client to Medfusion for prescription filling. Those kickback payments for referrals form the basis of the charges against Chris Vernon and Jeff Vernon. Meanwhile, Butch Brill worked for a business that received those kickback payments. Butch Brill was convicted of conspiring with others, including his estranged wife Lori Brill, to increase the kickback payments he received by committing health care fraud. Specifically, the conspirators falsified records in order to justify the ordering of more factor medication than was necessary. After review of the extensive trial record and with the benefit of oral argument, we affirm the convictions of Jeff Vernon and Butch Brill. As to Chris Vernon, we vacate the district court’s Rule 29 acquittal of him on counts ten, eleven, and twelve, we reverse the alternative award of a new trial, and remand for reinstatement of the jury’s guilty verdicts and sentencing on those counts. I. PROCEDURAL HISTORY A. Second Superseding Indictment A federal grand jury in the Southern District of Alabama returned a second superseding indictment (“indictment”) against eight defendants: Butch Brill, Chris Vernon, Jeff Vernon, Lori Brill, Travis Goodwin, Tony Goins, Eric Mosley, and Leroy Waters. Two defendants, Travis Goodwin and Leroy Waters, pled guilty and testified at trial. Six defendants went to trial. This appeal concerns the convictions of three defendants: Butch Brill, Chris Vernon, and Jeff Vernon. Count one of the indictment charged defendants Butch Brill, Lori Brill, and Travis Goodwin with conspiracy to falsify factor medication records, in violation of the health care fraud statutes, 18 U.S.C. §§ 1347(a), 1349. Counts two and three charged them with substantive counts of health care fraud, in violation of 18 U.S.C. § 1347 and aiding and abetting health care fraud, in violation of 18 U.S.C. §§ 2, 1347. Count nine charged defendants Chris Vernon, Jeff Vernon, and Lori Brill with conspiracy to pay money to Lori Brill to induce her to refer Medicaid clients to the Vernons’ company, Medfusion, and to increase Medfusion’s profits, in violation of the Anti-Kickback statute, 42 U.S.C. § 1320a-7b(b); 18 U.S.C. § 371. Counts ten, eleven, and twelve charged them with substantive violations of the Anti-Kickback statute, 42 U.S.C. § 1320a-7b(b). Count fourteen charged defendants Chris Vernon, Jeff Vernon, and Leroy Waters with conspiracy to pay money to Leroy Waters to induce him to refer Medicaid clients to Medfusion and to increase Medfusion’s profits, in violation of the Anti-Kickback statute, 42 U.S.C. § 1320a-7b(b); 18 U.S.C. § 371. Counts fifteen, sixteen, and seventeen charged them with substantive violations of the Anti-Kickback statute. B. Rule 29 Motions The joint jury trial of the six defendants began on January 30, 2012. After the government rested its case, the defendant-appellants here — Butch Brill, Chris Vernon, and Jeff Vernon — each moved for a judgment of acquittal under Rule 29(a). The district court: (1) denied Butch Brill’s Rule 29(a) motion as to counts one and three and took it under advisement as to count two; (2) granted Chris Vernon’s Rule 29(a) motion as to counts fourteen through seventeen and reserved ruling as to the other counts; and (3) reserved ruling on Jeff Vernon’s Rule 29(a) motion. On February 8, 2012, Butch Brill and Jeff Vernon each called one witness and rested. Chris Vernon did not present evidence. At the close of the evidence, all three defendants renewed their Rule 29(a) motions for acquittal, which the district court took under advisement. C. Juiy Verdict On February 13, 2012, the jury found defendant Butch Brill: (1) guilty of count one, the health care fraud conspiracy; and (2) not guilty of counts two and three, the substantive health care fraud violations. The jury found defendants Chris Vernon and Jeff Vernon: (1) not guilty of count nine, the conspiracy to make unlawful referral payments to HMS/Lori Brill; and (2) guilty of counts ten, eleven, and twelve, the substantive Anti-Kickback statute violations involving referral payments to co-defendant Lori Brill. The jury also found defendant Jeff Vernon: (1) guilty of count fourteen, the conspiracy to make unlawful referral payments to Waters; and (2) guilty of counts fifteen, sixteen, and seventeen, the substantive Anti-Kickback statute violations involving referral payments to co-defendant Waters. After the verdict, the district court denied all pending Rule 29(a) motions. D. Post-Trial Motions Post-trial, each defendant filed a Rule 29(c) motion for acquittal. Chris Vernon and Jeff Vernon also filed Rule 33 motions for a new trial. After a hearing, the district court granted Chris Vernon’s Rule 29 motion for a judgment of acquittal on counts ten, eleven, and twelve, which were his only convictions. Alternatively, the district court granted Chris Vernon’s motion for a new trial on those counts. The district court denied Jeff Vernon’s and Butch Brill’s post-trial motions. E. Sentences The district court sentenced Butch Brill to fifteen months’ imprisonment, followed by three years’ supervised release, with no fíne. A few days later, the district court sentenced Jeff Vernon to three years’ probation, with a $1,750,000 fine due immediately. The district court required that Jeff Vernon serve 180 days of his sentence at a residential re-entry center, which he has since completed. Although Butch Brill and Jeff Vernon appeal their convictions, they do not challenge their sentences. The government, however, appeals the district court’s Rule 29 acquittal of Chris Vernon on counts ten, eleven, and twelve. Because all three appeals involve Rule 29 motions and the sufficiency of the evidence, we recount in detail the evidence at trial. And given that the evidence regarding Chris Vernon and Jeff Vernon is closely intertwined, we first discuss the evidence about their making kickback payments to co-defendants Lori Brill and Leroy Waters for referrals of factor medication clients and then the merits of their two appeals. Afterwards, we outline the evidence regarding Butch Brill and discuss his appeal. II. TRIAL EVIDENCE A. MedfusionRx, LLC Throughout all events in this case, Med-fusion was a specialty pharmacy based in Birmingham, Alabama. Specialty pharmacies dispense critical, rare, and expensive medications, and they also provide certain health care services to their clients, including infusion and educational services. As a specialty pharmacy, Medfusion filled prescriptions for medications used to treat long-term, serious diseases, including hemophilia. Medfusion was a successful business. It is undisputed that between 2005 and 2010, Medfusion grew from $12 million in sales to over $200 million. Medfusion supplied drugs in 45 states and had physical locations in 4 states. Defendants Jeff Vernon and Chris Vernon were both officers of Medfusion, and at least Jeff Vernon was a co-owner. Specifically, by 2008 and during 2009 (the time period covered by the indictment), Jeff Vernon was Medfusion’s chief executive officer (“CEO”) and Chris Vernon was its chief financial officer (“CFO”). Jeff had worked for Medfusion since around 2005, and Chris had worked there since 2006. Although Jeff Vernon’s wife, Suzanne, established Medfusion, she by 2007 had stopped working there. By 2008, she had transferred part of her interest in Medfusion to Jeff Vernon. Before addressing the kickback payments here, we describe how Medfusion dispensed and was paid for factor medication for Alabama Medicaid recipients. B. Medicaid Reimbursements for Factor Medication Alabama Medicaid is a state-administered program that provides health care services for residents of Alabama who are either members of a low-income family or are disabled adults. The program receives federal funding through the Centers for Medicare and Medicaid Services. Alabama Medicaid requires that a company or individual, including a physician or a pharmacy, become a “provider” before it furnishes a Medicaid recipient with health care services. To become a provider, a pharmacy like Medfusion must complete an application and execute a provider agreement. In the provider agreement, the specialty pharmacy must agree to comply with all federal policies. Persons who suffer from hemophilia — a disease that interferes with the blood’s clotting ability — need and receive factor medication, a blood-clotting drug administered via intravenous injections. Hemophiliacs generally inject one prophylactic dose of factor medication twice per week, and sometimes take supplemental injections as needed. Beginning on January 1, 2008, Alabama Medicaid required providers of hemophilia services to Alabama Medicaid recipients to sign a document, entitled “Hemophilia Management Standards of Care.” This document listed various services that a health care provider must provide to a hemophiliac patient, including, inter alia: (1) home or office delivery of factor medication; (2) educational materials and programs; (3) medically necessary ancillary supplies; (4) constant emergency telephone support; (5) access to clinical staff trained in hemophilia treatment; (6) emergency delivery of factor medication within 24 hours of a prescription; (7) monthly phone calls by a patient “case representative,” assessing the patient’s state of well-being, incidence of adverse events, home inventory of factor medication, and confirmation of next medication delivery date; (8) tracking of the amount of factor medication a patient had on hand and was using; and (9) an annual in-home assessment by a nurse or pharmacist trained in hemophilia treatment. On Medfusion’s behalf, Jeff Vernon signed a copy of these Standards of Care on December 19, 2007. Thus, Medfusion, as a specialty pharmacy, agreed to provide these services to the hemophiliac patients who filled their factor medication prescriptions with Medfusion. Under Alabama Medicaid policy, factor medication prescriptions are usually written for one-month allotments, and a patient usually files Medicaid claims for factor medication prescriptions twelve times per year. These prescriptions include both prophylactic doses and “as-needed” doses for emergencies. Although hemophiliac patients need monthly prescriptions to obtain factor medication, a patient may not actually need or use the maximum monthly allowable dosage. Each monthly shipment of factor medication may vary depending on a patient’s needs, which are reported in a “factor infusion log” that the patient’s pharmacy is required by Alabama Medicaid to maintain. In these logs, a hemophiliac patient records each time he or she receives an infusion of factor medication and the number of units received during the infusion. Alabama Medicaid requires specialty pharmacies like Medfusion to provide these logs for their patients in order to discourage patients from stockpiling medication. Factor medication is expensive. It was not uncommon for factor medication to cost between $50,000 and $200,000 per patient, per month. In 2010, Alabama Medicaid spent $23 million paying for factor medication for 90 patients. Alabama Medicaid reimburses providers, like Medfusion, for recipients’ prescribed medications. In 2008, Alabama Medicaid implemented a new formula for paying specialty pharmacies like Medfusion for factor medication. Under this new formula, Alabama Medicaid reimburses a specialty pharmacy the average sales price, plus six percent, for a factor medication prescription. For each unit of factor medication dispensed, Alabama Medicaid also paid the pharmacy a “furnishing fee” which, between 2008 and 2010, rose from 15 to 18 cents. A single dose of factor medication might consist of approximately 3,000 units. Thus, in 2008, a specialty pharmacy received a furnishing fee of $450 for filling a prescription for just one dose of factor medication, and in 2010, the specialty pharmacy received $540 for one dose of factor medication. The furnishing fee was meant to cover the patient services provided by specialty pharmacies. Additionally, each time a specialty pharmacy filled a factor medication prescription, Alabama Medicaid also paid that pharmacy a “dispensing fee,” which covered various administrative costs. Often patients obtain prescriptions for far more factor medication than they actually need, resulting in profits for specialty pharmacies that are sometimes wrongfully shared with patients. A Food and Drug Administration (“FDA”) investigator testified that Lori Brill informed him that it “was common knowledge within the hemophilia community that if a hemophiliac patient wanted to obtain more factor medication than he or she actually needed, [he or she] could often be successful in doing that.” Lori Brill also told the investigator that, often, inexperienced physicians could be persuaded to prescribe more factor medication than a patient actually needed. At trial, the evidence suggested that factor medication prescriptions are susceptible to health care fraud because factor medication is so expensive and because publicly funded health care programs like Alabama Medicaid reimburse pharmacies for filling factor medication prescriptions at very high rates. Here, given the high reimbursement rates, Medfusion paid large sums to individuals simply for referring hemophiliac patients to Medfusion for filling their prescriptions. Medfusion recruited co-defendants Lori Brill (through her company Hemophilia Management Specialties (“HMS”)) and Leroy Waters to refer their clients to Medfusion for prescription filling. In turn, HMS/Lori Brill and Waters received 45 percent and 50 percent respectively of any profits Medfusion earned from the referred clients. We detail further the trial evidence about Medfusion’s relationships with HMS/Lori Brill and then Waters and the sizable referral fees Medfusion paid them. C. Lori Brill’s/HMS’s Referrals to Medfusion Lori Brill is a hemophilia carrier and has a son, David Skowronski, who is a hemophiliac. Beginning in 2004, Lori Brill worked as an employee of a health care services company, ECM Home Health Service, Inc. (“ECM”). At ECM, Lori Brill worked as a “patient advocate” for hemophiliac patients. She attended medical appointments with her clients, helped them with routine life tasks, and assisted them in filling prescriptions. Lori Brill also actively recruited new patients for ECM. By November 2007, Lori Brill had left ECM and formed and incorporated her own company, Hemophilia Management Specialties (“HMS”). By this time, Lori Brill had also developed a relationship with Medfusion. Lori Brill began to refer her existing clients to Medfusion for the filling of their factor medication prescriptions. Lori Brill admitted that, by September 2009, six HMS clients had used Medfusion to fill factor medication prescriptions. To retain control over where her clients filled their factor medication prescriptions, Lori Brill continued to provide various services to her clients, serving as their patient advocate. For example, one of HMS’s former clients, Ashley Sprinkle, testified that Lori Brill: (1) took Sprinkle to appointments with doctors; (2) spoke to doctors on Sprinkle’s behalf; (3) took Sprinkle shopping for clothes and purchased the clothes; (4) received Sprinkle’s factor medication prescriptions from doctors and ensured that the prescriptions were filled; and (5) called Sprinkle to make sure that she had an adequate supply of factor medication on hand. Lori Brill first began performing these services for Sprinkle sometime around 2003 and was still doing so during 2007 and 2008. Likewise, Travis Goodwin, another HMS client, testified that Lori Brill helped him “get to see doctors, get appointments with doctors, make sure [he] got [his] medicine, [and] make sure the doctor was treating [him] right.” Lori Brill became Goodwin’s patient advocate in 2004. Goodwin, who pleaded guilty to health care fraud before trial, testified that Lori Brill would sometimes order more factor medication than needed and that some of his factor medication expired before he could use it. Additionally, Sherry Demouey, the mother of a hemophiliac, Cameron Demouey, testified that Lori Brill contacted her and provided her with information about hemophilia days after her son, Cameron, was born with the disease in 2002. From that time forward, Lori Brill was Cameron Demouey’s “hemophilia coordinator.” Lori Brill accompanied Sherry and Cameron Demouey to Cameron’s medical appointments. Demouey stated that “when the doctor would write the prescriptions, [Demouey] would go ahead and give them to [Lori Brill] ... and [Lori Brill] would take them from there ... to the pharmacist, and then have the medicine filled.” An Alabama Medicaid clinical pharmacist testified that Alabama Medicaid’s Standards of Care did not require that a specialty pharmacy arrange for someone to attend doctors’ appointments with a hemophiliac patient and personally arrange for the filling of prescriptions. The pharmacist stated that it was not “normal” for a pharmacy representative to attend a doctors’ appointment with a patient. Thus, when Lori Brill attended doctors’ appointments with her clients, and arranged for their prescriptions to be filled, she acted on her own behalf or for HMS. The only work that she did for Medfusion was referring her existing clients for prescription filling. Medfusion paid HMS/Lori Brill a commission of 45 percent of the profits that it earned from filling factor medication prescriptions for clients she referred to Med-fusion. Lori Brill/HMS did not charge their clients for any service, including taking them to doctors’ visits. Rather Lori Brill/HMS made money out of kickback payments from Medfusion after Medfusion filled an HMS-referred client’s prescription. Lori Brill sometimes even passed a share of these kickback payments on to her clients, either by giving them jobs at HMS or a thrift store that she owned, or by paying for them to go on shopping trips or social outings. For example, Demouey testified that Lori Brill gave her jobs at HMS and at the thrift store, and occasionally took her on shopping trips. Demouey also testified that she routinely filled her son’s factor medication prescriptions through Medfusion, until she became dissatisfied with Medfusion’s method of delivering the medication. Demouey, who pled guilty to health care fraud before trial, testified that Lori Brill directed her to falsify the tracking logs for several HMS clients. Likewise, Sara Spencer, the mother of two young hemophiliac boys who were both HMS clients, stated that Lori Brill paid her $1,500 per month to be HMS’s “marketing coordinator” from June 2007 until sometime in 2008. According to Spencer, she worked approximately 20 hours per week and her duties were limited to updating HMS’s website, searching the internet for news articles about hemophilia, drafting newsletters, and making business cards. During some of this period, from November 2007 until November 2008, Spencer filled at least one of her sons’ factor medication prescriptions through Medfusion. As noted earlier, Alabama Medicaid required that specialty pharmacies like Med-fusion provide various health care services to patients whose prescriptions Alabama Medicaid covered. Medfusion did not provide these services. For example, Sprinkle and Goodwin both testified that they did not receive “home visits” from nurses while they were HMS clients. Similarly, Sprinkle stated that, after she started filling her sons’ factor medication prescriptions through Medfusion: (1) no Medfusion employee called to check on her medication inventory; (2) Medfusion did not send a nurse to her home; (3) Medfusion did not train her “with regard to appropriate medication use, realistic therapy expectations, and positive outcomes related to therapeutic adherence”; (4) no Medfusion employee ever informed her of educational resources available to her or offered her educational materials; and (5) Medfusion did not inform her of the availability of constant emergency clinical care. In July 2009, Medfusion’s corporate compliance officer, Stacy Walton, sent an email to Chris Vernon, with Jeff Vernon carbon copied, expressing her concerns that Goodwin had not received a home visit or educational training, despite the fact that he had “been consistently getting shipments” of factor medication. Walton also expressed concern that Sprinkle might not receive a home visit or “teaching” when she was due for both in the following month. Thus, the relationship between HMS/ Lori Brill and Medfusion was based on Lori Brill referring her Medicaid clients to Medfusion and in turn Medfusion paying her kickbacks for doing so. This referral arrangement was lucrative for both parties. For example, between 2007 and 2009, Medfusion received from Alabama Medicaid: (1) approximately $1.3 million for filling prescriptions for Goodwin; (2) over $1 million for filling prescriptions for Skowronski, Lori Brill’s son; (3) approximately $125,000 for filling prescriptions for Cameron Demouey; and (4) approximately $215,000 for filling prescriptions for Sprinkle. In just one year, between September 2007 and October 2008, Medfusion earned a net profit of $451,988.61 from filling factor medication prescriptions for Lori Brill’s clients alone and paid her 45 percent or $203,394 of that sizable yearly profit. The record further showed that in the 22-month period between November 2007 and August 2009, Medfusion paid a total of $369,371 to HMS, consisting of: (1) $50,000 in 2007; (2) $195,203 in 2008; and (3) $124,168 in 2009. The Vernons fully knew that Medfusion was making sizable payments to Lori Brill/HMS, and Lori Brill/HMS was not performing any work or services for Medfusion other than referring clients for prescription filling. D. HMS/Lori Brill’s Proposed Contract with Medfusion Because they well knew about Medfusion’s hefty payments to Lori Brill/HMS, the Vernons’ main defense at trial was that they thought Medfusion’s payments to Lori Brill were lawful, and thus the government failed to prove any willful crime. Although Lori Brill referred clients to Medfusion without any written contract about her payments, the Vernons stress that their lawyer did draft a proposed contract for HMS/Lori Brill. We discuss that contract briefly even though Lori Brill never signed it. In February 2008, Jeff Vernon had Medfusioris attorney, Steven Benefield, draft a contract between Medfusion and HMS. Benefield assisted in the formation of Med-fusion and routinely provided legal assistance to Medfusion, Jeff Vernon, and Chris Vernon between 2003 and 2008. Benefield was Jeff Vernon’s “primary lawyer and sort of his general counsel.” On April 14, 2008, Benefield sent the final draft version of that contract to Jeff Vernon and Chris Vernon via email. The draft contract required that HMS/Lori Brill perform specific marketing and compliance tasks, other than simply referring her existing clients to Medfusion. It provided that HMS would receive a commission of at least 45 percent, and not greater than 50 percent, of Medfusion’s gross profits for prescriptions filled for HMS-referred clients. Attorney Benefield testified that he believed that the draft contract was lawful, stating: (1) “I have not made a communication that it’s unlawful because I happen to believe it’s lawful. I did then; I still do”; and (2) “Had I concluded that it was not lawful, I would have never sent it out.” As discussed later, what Benefield did not know was that HMS/Lori Brill was not, and never was, actually performing the marketing and compliance tasks in the proposed contract. What Benefield did not know was that Lori Brill was only referring her clients and was being paid simply for referrals. In any event, Lori Brill did not sign the draft contract on HMS’s behalf. In her FBI interview, Lori Brill claimed that she did not sign the contract because it “called for all of her patients to fill their prescriptions at Medfusion, but she wanted her patients to be able to fill their prescriptions wherever they wanted to.” In other words, if her clients insisted on changing pharmacies, she wanted to be free to negotiate and receive referral fees from those pharmacies, and not be bound to Medfusion. Notably, the relationship between Med-fusion and HMS/Lori Brill did not change after Lori Brill declined to sign the contract. In an August 27, 2008, email, Jeff Vernon advised Benefield: “Lori has never signed the contract you prepared. Which, I am really not that concerned about.” While Medfusion’s referral payments to co-defendant Lori Brill formed the basis of counts ten, eleven, and twelve against the Vernons jointly, we now discuss Medfusion’s payments to co-defendant Leroy Waters, which were the basis of counts fifteen, sixteen, and seventeen against Jeff Vernon. E. Leroy Waters’s Employment with Medfusion Leroy Waters was a hemophiliac himself and had several family members who were hemophiliacs. Waters was originally a patient of ECM’s. He later became an ECM employee working in sales. During this time period and before 2006, Lori Brill was a co-worker of Waters’s at ECM. Candi Marks Williams, who was also Waters’s co-worker at ECM, testified that, as a sales representative, Waters would mostly manage his family which [were] his patients. It was supposed to be recruitment, making sure that everything was okay, taking them to the doctor if needed, picking them up, calling them on a regular basis, making sure they had enough factor in case something happened, dinners, lunches. Waters later became responsible for providing services for most of ECM’s Afincan American clients. Most of Waters’s clients were insured by Alabama Medicaid. In July 2006, Lori Brill contacted Jeff Vernon and informed him.that she was not happy working at ECM. Lori Brill stated that she wanted to meet with Jeff Vernon and Waters to talk “about some other options.” Jeff Vernon responded by arranging a meeting with Lori Brill and Waters. At the scheduled meeting, Lori Brill did not appear and Jeff Vernon met only with Waters. At that meeting, Waters proposed that Medfusion hire him and Lori Brill. After the meeting, Waters and Williams sent Jeff Vernon a document containing a list of the initials of Waters’s Medicaid-recipient clients and the amounts of factor medication that each normally needed. In other words, if Medfusion hired and paid Waters, he would refer his clients to Med-fusion for prescription filling. About ten days after Jeff Vernon’s first meeting with Waters, Jeff Vernon met with Waters, Williams, and Chestang. One account of the meeting came from Jeff Vernon’s deposition testimony in an unrelated 2007 civil case that the government introduced at trial. Jeff Vernon testified that, although Waters, Williams, and Chestang told him what their salaries were at ECM, they “did not discuss any compensation package” at Medfusion. Jeff Vernon also stated that the meeting was only between himself and the three ECM employees, and that, when Medfusion decided to hire Waters, Williams, and Chestang, Chris Vernon had no role “in computing any of the compensation packages for the ECM employees that were coming on-board.” Williams confirmed her attendance at the meeting, but testified that Chris Vernon attended the meeting too, although Waters and Jeff Vernon “did most of the talking.” Williams also stated that, during the meeting, Jeff Vernon proposed that Medfusion pay Waters, Williams, and Chestang “bonuses probably every three months.” After this second meeting, Medfusion hired Waters, Williams, and Chestang. The hires quickly turned out to be profitable for Medfusion. Waters brought most of his ECM clients with him to Medfusion. Waters also began filling his own factor medication prescriptions through Medfusion. As a result, Medfusion’s number of factor medication clients roughly doubled. Medfusion initially paid Waters a salary of approximately $100,000, plus a portion of the profits Medfusion earned from filling prescriptions for his clients. Although Medfusion began paying Waters in 2006, it was not until March 10, 2008, that he signed a written “Employment Agreement” with Medfusion to work as a “hemophilia sales associate.” This contract provided that Waters agreed that his position would be “full-time employment” and that he would “devote his ... best efforts and all of his ... business time, attention and skills to the successful continuation of the business of [Medfusion].” Waters’s contract also stated that he would receive “an annualized salary of 50% of net profit[s] from his sales.” On June 80, 2008, Waters and Medfusion entered into a revised employment agreement drafted by Medfusion’s attorney, Benefield. According to Benefield, Jeff Vernon wanted Waters, who “was a salaried and commissioned sales employee,” to become “a salaried employee with bonus, but which would effectively cap his commission.” In the revised contract, Waters again agreed “to devote [his] full professional and business time, attention, and efforts to the business and affairs of [Med-fusion] during the Term of [Waters’s] employment.” The revised contract did provide a new method for paying Waters. It entitled Waters to receive “an annualized salary of $92,000” and “a commission for the past and future value of the sales to customers of Medfusion by [Waters] equal to ... a net payment of $289,500.” Regardless of the precise contract terms, Medfusion paid Waters: (1) approximately $400,000 in 2007; (2) approximately $700,000 in 2008, which included a $200,000 loan from Medfusion to purchase a home; and (3) approximately $325,000 in 2009. Waters also received various fringe benefits from Medfusion. For example, Waters received a company vehicle, which he used as his primary personal vehicle. Medfusion gave Waters a company credit card that Waters used for personal expenses, including charges at Wal-Mart, Alabama Power, Blockbuster Video, Red Lobster, and casinos. The evidence established, however, that Waters did not actually “devote” his “best efforts” or “all of his business time” to working for Medfusion; nor did Medfusion actually expect him to do so. Rather, in exchange for large payments, Waters ensured that his hemophiliac clients, with whom he already had existing relationships, filled their factor medication prescriptions through Medfusion. Waters also did not recruit new clients to Medfusion, as his contract required. Basically, Waters brought himself and his hemophiliac clients with him from another pharmacy to Medfusion. Williams, Waters’s former co-worker at ECM and at Medfusion, testified to this end. Williams stated that Waters’s supposed “main duties” at Medfusion were “Males, recruitment, talking to the patients, lunches, dinners, taking care of any problems that arise with them, doctors’ visits, things like that.” However, when asked what Waters “really [did],” Williams stated: “Well, he went out of town a lot to see his family and he would do lunches and dinners and he was mainly at the casinos or the dog track ---- [g]ambling ---- [a]ny day of the week.” Williams also testified that Waters encouraged his clients to order more factor medication than they needed. For example, she testified that one of Waters’s clients had a “pantry ... full” of factor medication. When Williams’s son needed more factor medication, Waters shared with Williams some of the excess factor medication dispensed to the client with the “pantry ... full.” As another example, Waters told Williams to call a client (Kyle) and tell him that he needed to order more factor medication even though that client indicated he did not need it. Like Lori Brill, Waters also passed some of his kickback earnings on to his clients. Waters frequently paid his clients’ rent, phone bills, and power bills. Williams testified that Waters said to her after making these payments, “ ‘Well, I told [a client] she better not tell nobody, because I’ll get in trouble.’ ” We recognize that Medfusion’s contracts with Waters identified him as an “employee,” its organizational chart listed him as a “sales representative,” and Medfusion issued a W-2 tax form for Waters for each year from 2006 to 2009. In reports to the State of Alabama, Medfusion listed Waters as an employee beginning in the fourth quarter of 2006 and ending in the fourth quarter of 2009. However, the greater weight of the evidence showed that the purported “employee” relationship between Waters and Med-fusion was a sham. For example, Waters worked from his home in Mobile, rarely, if ever, visited Medfusion’s Birmingham headquarters, and received no oversight or direction from Medfusion employees. Thus, Waters was able to spend most of his time at casinos or performing other non-work related tasks. An FBI investigator (who reviewed Waters’s bank records, casino records, and Medfusion company credit card records) used records to estimate the number of workdays that Waters spent gambling at a casino. She reported that Waters gambled at a casino: (1) 72 or 73 workdays in 2007; (2) 85 workdays in 2008; and (3) 60 workdays in 2009. Additionally, Medfusion’s payments to Waters were significantly greater than what Medfusion paid other sales representatives, including Williams and Chestang. Williams’s annual salary was $60,000 and Chestang’s was $85,000. In comparison, the least annual amount that Waters received from Medfusion was $325,000 in 2009. Nevertheless, Williams and Waters had the same job titles and substantially the same responsibilities at Medfusion. Moreover, although Waters’s contracts required him to comply “with all policies and procedures relating to the reimbursement of ... expenses,” Medfusion did not require Waters to submit receipts for his credit card expenditures or to prepare expense reports. Nor did Medfusion include on W-2 forms Waters’s credit card spending as compensation. With this general background, we next discuss the Anti-Kickback statute and then the government’s appeal in Chris Vernon’s case. III. THE ANTI-KICKBACK STATUTE The Anti-Kickback statute is the basis for the charges against both Vernons. 42 U.S.C. § 1320a-7b(b). Section 1320a-7b(b), entitled “Illegal remunerations,” has two subsections: 1320a-7b(b)(l) and 1320a-7b(b)(2). We set forth in full subsections (b)(1) and (b)(2) to lay the foundation for our analysis of the issues on appeal. Subsection (b)(1) of the statute criminalizes the soliciting or receiving of money in return for the referral of Medicaid clients for the furnishing of items or services as follows: (1) whoever knowingly and willfully solicits or receives any remuneration (including any kickback, bribe, or rebate) directly or indirectly, overtly or covertly, in cash or in kind— (A) in return for referring an individual to a person for the furnishing or arranging for the furnishing of any item or service for which payment may be made in whole or in part under a Federal health care program, or (B) in return for purchasing, leasing, ordering, or arranging for or recommending purchasing, leasing, or ordering any good, facility, service, or item for which payment may be made in whole or in part under a Federal health care program, shall be guilty of a felony and upon conviction thereof, shall be fined not more than $25,000 or imprisoned for not more than five years, or both. Id. § 1320a-7b(b)(l) (emphasis added). Then, subsection (b)(2) of the statute criminalizes the offering or paying of money in return for referral of Medicaid patients for the furnishing of items or services as follows: (2) whoever knowingly and willfully offers or pays any remuneration (including any kickback, bribe, or rebate) directly or indirectly, overtly or covertly, in cash or in kind to any person to induce such person— (A) to refer an individual to a person for the furnishing or arranging for the furnishing of any item or service for which payment may be made in whole or in part under a Federal health care program, or (B) to purchase, lease, order, or arrange for or recommend purchasing, leasing, or ordering any good, facility, service, or item for which payment may be made in whole or in part under a Federal health care program, shall be guilty of a felony and upon conviction thereof, shall be fined not more than $25,000 or imprisoned for not more than five years, or both. Id. § 1320a-7b(b)(2) (emphasis added). The two subsections are effectively the two sides of the same illegal kickback coin: subsection (b)(1) criminalizes the soliciting or receiving of the kickback and subsection (b)(2) criminalizes the offering or paying of the kickback. IV. NO. 12-12767, UNITED STATES V. CHRIS VERNON As stated, the jury found Chris Vernon guilty of the three substantive Anti-Kickback statute violations alleged in counts ten, eleven, and twelve. Specifically, the jury convicted Chris Vernon of paying kickbacks, directly or indirectly, to HMS/ Lori Brill for referrals of factor medication clients, as shown by these three Medfusion corporate checks: • No. 011407, a check dated June 23, 2008, for $35,345.49, payable to “Hemophilia Management Specialties, Inc.”; • No. 013896, a check dated November 30, 2008, for $20,512.79, payable to “Hemophilia Management Specialties, Inc.”; and • No. 017649, a check dated August 12, 2009, for $18,759.27, payable to “Hemophilia Management Specialties, Inc.” Post-trial, the district court granted Chris Vernon’s motion for a judgment of acquittal on counts ten, eleven, and twelve involving HMS, which the government appeals. “The District Court’s determination that the evidence introduced at trial was insufficient to support the jury’s verdict of guilt is [an] issue of law entitled to no deference on appeal.” United States v. Miranda, 425 F.3d 953, 959 (11th Cir.2005) (internal quotation marks omitted). Rather, “[w]e review de novo a district court’s decision to grant a judgment of acquittal.” United States v. Khanani, 502 F.3d 1281, 1295 (11th Cir.2007). In addition, we “view the evidence in the light most favorable to the government, and determine whether a reasonable jury could have found the defendant guilty beyond a reasonable doubt.” Miranda, 425 F.3d at 959 (internal quotation marks omitted). “The prosecution need not rebut all reasonable hypotheses other than guilt” and the “jury is free to choose between or among the conclusions to be drawn from the evidence presented at trial.” Id. (internal quotation marks omitted). Importantly, “the district court must accept all reasonable inferences and credibility determinations made by the jury.” Id. (internal quotation marks omitted). We now examine the elements of the Anti-Kickback crime, which is the subject of counts ten, eleven, and twelve, and then the relevant evidence as to Chris Vernon. A. The Anti-Kickback Statute To convict Chris Vernon of substantive violations of the Anti-Kickback statute, the government needed to prove that he (1) knowingly and willfully, (2) paid money, directly or indirectly, to HMS/Lori Brill, (3) to induce her to refer individuals to Medfusion for the furnishing of factor medication, (4) paid for by Medicaid. See 42 U.S.C. § 1320a-7b(b)(2)(A). Chris Vernon does not dispute that Medicaid paid Medfusion for furnishing factor medication and that in turn, Medfusion paid 45 percent of its profits to HMS. Rather, he argues the evidence failed to show he actually signed the Medfusion checks that paid HMS and that even if he did, the evidence still failed to show the required referral and willfulness elements of the charged crime. We address each argument in turn. B. Evidence that Chris Vernon Paid HMS As to who signed Medfusion’s checks, the government introduced copies of the three Medfusion corporate checks payable to HMS that were charged in counts ten, eleven, and twelve. Although no handwriting expert testified, the jury readily could conclude from a visual examination of the physical checks that they are signed “Chris Vernon” when compared to other examples of Chris’s signature shown on documents introduced at trial. Furthermore, the evidence showed the defendant Chris Vernon was the CFO of Medfusion from 2006 to 2009, which further suggests he signed these three checks in June 2008, November 2008, and August 2009 respectively. Indeed, as early as July 27, 2006, Chris Vernon signed a Med-fusion letter requesting a “motor vehicle report” on Leroy Waters and written next to the Chris Vernon signature is “CFO.” This 2006 signature is nearly identical to the signature on the three checks payable to HMS. The government also introduced Medfusion’s “Employee Reference Manual,” dated December 2008, which contained an organizational chart, showing that Chris Vernon was Medfusion’s CFO. In addition, Candi Williams testified that, when she started working at Medfusion in 2006, she thought that Chris Vernon “was the accountant.” Similarly, the government introduced a copy of an April 6, 2009, email which Chris Vernon signed as “Chief Financial Officer/MedfusionRx, LLC.” In this email, Chris Vernon indicated his full knowledge of how Medfusion made sizable payments to HMS, his involvement in the processing of the checks to HMS, and how he even knew Medicaid paid 100 percent reimbursement to Medfusion, but Blue Advantage paid only 80 percent: Please review the March 09 commission report for HMS. I have made a reduction to the payment for 16583.51. The reduction is for Ashley Sprinkle’s previous commission payments for the dates of service from 6-1-08 until 2-28-09. Ashley changed insurance from Medicare/Medicaid to Blue Advantage. We were told her claims would pay at 100% because she would meet the low income subsidy dual eligible requirements. Blue Advantage does confirm that she is dual eligible but continues to pay her claims at 80% of the allowable. I have exhausted every avenue to appeal the payment from Blue Advantage. If the 20% is recovered I will reissue payment to HMS. I have removed Ashley Sprinkle from the March 09 spreadsheet and will continue to reduce all future dispenses unless reimbursement changes. Let me know if it is ok to issue the March payment. In light of all of this evidence, a reasonable jury readily could find that Chris Vernon was Medfusion’s CFO when each of the three checks were written, and that, in his capacity as CFO, he actually signed the checks. Thus, the evidence amply established that Chris Vernon “paid remuneration” to HMS. C. Payments “To Induce” HMS “to Refer” Patients to Medfusion As to the referral element, we also reject Chris Vernon’s argument that the evidence was insufficient to establish that Medfusion made payments to HMS “to induce” HMS “to refer an individual” to Medfusion for the furnishing of factor medication. See 42 U.S.C. § 1320a-7b(b)(2)(A) (emphasis added). Chris Vernon contends that the word “refer,” as used in the statute, is a term of art that means “a request by a physician for an item or service.” He argues that because Lori Brill is not a physician, she could not “refer” patients to Medfusion within the meaning of subsection (b)(2)(A) of § 1320a-7b. This argument wholly fails because the plain language of the statute is not limited to payments to physicians who prescribe medication. Rather, it speaks broadly to “whoever knowingly and willfully ... pays any remuneration” to “any person to induce such person ... to refer an individual” to Medfusion for an item or service paid by Medicaid. Id. (emphasis added). Chris Vernon argues subsections (b)(2)(A) and (b)(2)(B) of the Anti-Kickback statute distinguish between the actions of doctors in subsection (b)(2)(A) and laypersons working in the health care field in subsection (b)(2)(B). See id. § 1320a-7b(b)(2)(A)~(B). We disagree because these subsections distinguish between the referral of persons in subsection (b)(2)(A) and obtaining of goods and services in subsection (b)(2)(B); they do not make the distinction Chris Vernon argues. The text of the statute alone adequately refutes Chris Vernon’s argument. In addition, we are persuaded by the Seventh Circuit’s decision in United States v. Polin, 194 F.3d 863 (7th Cir.1999), which rejected a similar argument. In Polin, the Seventh Circuit affirmed the Anti-Kickback statute convictions of two defendants, who were employees of a pacemaker monitoring service. The defendants made payments to an independent pacemaker sales representative, Matthew Haberkorn, based on the number of patients referred by Haberkorn to the defendants’ employer for pacemaker monitoring services. Id. at 864-65, 867. The evidence showed that Haberkorn was responsible for selecting an outside monitoring service once a physician determined that such services were necessary and that although “the physician had the right to refuse any [monitoring] service he chose, ... [Haberkorn] had never been overruled by a physician during his fourteen year career.” Id. at 865. Nevertheless, the two defendants in Polin argued, as Chris Vernon does here, that their payments to Haberkorn, who referred patients, did not violate the statute because only a physician can “refer” a patient. The Seventh Circuit disagreed, holding that the defendants’ reading of the statute would “lead to absurd results.” Id. at 866. Because there was sufficient evidence that Haberkorn had the capacity “to refer” patients, the defendants’ payments to Haberkorn gave rise to “a classic case of an illegal kickback prohibited by [the Anti-Kickback statute in] 42 U.S.C. § 1320a-7b(b)(2)(A).” Id. at 867. Like the sales representative Haberkorn in Polin, in this case Lori Brill was effectively responsible for deciding which specialty pharmacy to use for the filling of her HMS patients’ prescriptions. There was overwhelming evidence that Lori Brill and other HMS employees, as “patient advocates,” had the capacity to, and did, refer their hemophiliac clients to Medfusion for the filling of their factor medication prescriptions. Some of HMS/Lori Brill’s hemophiliac clients did not even know which pharmacy filled their prescriptions because they gave control of that decision to Lori Brill. The fact that Lori Brill and her HMS employees could not actually prescribe the factor medication is irrelevant. Additionally, in United States v. Starks, 157 F.3d 833 (11th Cir.1998), this Court affirmed convictions under the Anti-Kickback statute based on payments made by Andrew Siegel, the non-physician director of a drug addiction treatment center, to Angela Starks and Barbara Henry who were “community health aides” working for a non-profit agency that advised pregnant women about possible treatment for drug abuse. Id. at 835-37. Siegel instructed his employee to pay a total of $250 for each patient Starks and Henry referred to the treatment center Siegel operated. Id. at 836. Starks and Henry were not physicians and could not prescribe treatment for the women they advised. See id. at 835-36. Nevertheless, this Court affirmed the Anti-Kickback statute convictions of Siegel and Starks (Henry did not appeal). Id. at 842. While the specific argument Chris Vernon makes here was not made in Starks, the facts and the outcome in Starks are instructive. We recognize that Chris Vernon relies on United States v. Miles, 360 F.3d 472 (5th Cir.2004), but that case is materially different. In Miles, the two defendants owned and operated Affiliated Professional Home Health (“APRO”), a home health care company, and paid a public relations firm, Premier, to distribute APRO’s marketing literature, business cards, and baked goods to doctors. Id. at 475, 479. When a doctor prescribed home health care services, and the doctor’s staff decided to use APRO, the doctor or a member of his staff contacted Premier and provided the patient’s billing information. Id. at 480. Premier then passed that information on to APRO, who paid Premier an additional $300 for each Medicare patient who became a client as a result of the firm’s marketing efforts. Id. at 479-80. On appeal, the Miles defendants argued that they did not violate subsection (b)(2)(A) of the Anti-Kickback statute because Premier “never actually referred anyone ..., but simply engaged in advertising activities on behalf of APRO.” Id. at 480. The Fifth Circuit agreed, holding that APRO’s payments to Premier were not to induce a referral of a patient, because there was “no evidence that Premier had any authority to act on behalf of a physician in selecting the particular home health care provider.” Id. Premier also had no relationship with the patients. See id. In short, “[t]he payments from APRO were not made to the relevant decision-maker as an inducement or kickback for sending patients to APRO.” Id. (emphasis added). In contrast, Medfusion’s payments were made to the relevant decision-maker, Lori Brill, as she had her own personal and existing relationships with her clients and decided where to fill her clients’ prescriptions. Even the Fifth Circuit in Miles specifically recognized “certain situations where payments to non-doctors would fall within the scope of the statute” and discussed Polin approvingly. Id. at 480-81 (“Under our reading of the statute, because the salesman in Polin was the relevant decisionmaker and his judgment was shown to have been improperly influenced by the payments he received from the monitoring service, the Seventh Circuit correctly upheld the conviction of the individuals who paid the salesman in Polin.”). As his last no-referral argument, Chris Vernon contends that a patient could only be “referred” to Medfusion if he was not already a Medfusion customer, and that, at the times in 2008 and 2009 that the three checks alleged in the indictment were issued, the patients already had been Med-fusion customers for some time. This argument also fails because the payments here were made for the continuing referral of these patients by HMS/Lori Brill. The patients did not have contracts with Med-fusion that required them to fill their prescriptions with Medfusion. At any time, Lori Brill could have moved their business to other specialty pharmacies. To adopt Chris Vernon’s argument would lead to the absurd result that the first kickback payment for a referral is unlawful, but future kickback payments for the same patient are lawful because they are not for an initial “referral.” We decline to graft such a counterintuitive principle onto the Anti-Kickback statute. In sum, there was sufficient evidence that Chris Vernon made not just payments, but sizeable ones to HMS/Lori Brill for the purpose of inducing Lori Brill to refer her Medicaid clients to Medfusion for prescription-filling services. And there was extensive evidence (and no dispute on appeal), that several of HMS’s clients were Medicaid recipients and that their prescriptions were covered by Alabama Medicaid. D. Evidence that Chris Vernon Acted “Willfully” There was also ample evidence for a reasonable jury to conclude that Chris Vernon acted “willfully” as required by § 1320a-7b(b)(2). The evidence showed that Chris Vernon, as CFO, signed the three checks, knew HMS/Lori Brill was not an employee of Medfusion but a third party entity, and knew the Medfusion’s payments to her were payments for her referring clients to Medfusion for prescription filling. The parties do not dispute the nature of the statute’s willfulness standard but only whether the evidence sufficiently established it as to Chris Vernon. We discuss what constitutes willfulness and then the evidence. The Anti-Kickback statute does not define the term “willfully.” However, in another Anti-Kickback statute case, this Court concluded that the Eleventh Circuit Pattern Jury charge appropriately defines “willfully.” Starks, 157 F.3d at 837-38. In Starks, we affirmed the district court’s jury instruction that the word “willfully,” “means the act was committed voluntarily and purposely, with the specific intent to do something the law forbids, that is with a bad purpose, either to disobey or disregard the law.” Id. (quoting 11th Cir. Pattern Jury Instr. 9.1). Here, the district court gave this same pattern instruction. Consistent with Starks, the district court here also advised the jury that “[wjhile a person must have acted with the intent to do something that the law forbids before you can find that the person acted willfully, the person need not be aware of the specific law or rule that his or her conduct may be violating.” This Court in Starks rejected the defendants’ argument that the Anti-Kickback statute requires that a defendant had to have known that a specific “referral arrangement violated the Anti-Kickback statute in order to be convicted.” Starks, 157 F.3d at 837. We held that “[the Anti-Kickback statute] is not a highly technical tax or financial regulation that poses a danger of ensnaring persons engaged in apparently innocent conduct.” Id. at 838. Rather, “the giving or taking of kickbacks for medical referrals is hardly the sort of activity a person might expect to be legal.” Id. Here, the evidence more than sufficiently showed Chris Vernon’s willfulness. Before the June and November 2008 checks, Chris Vernon knew: (1) the commission-based nature of Medfusion’s payments to HMS/Lori Brill; (2) that Lori Brill was not an employee of Medfusion; and (3) that the Anti-Kickback statute criminalizes such commission-based arrangements between health care providers and third parties. Chris Vernon knew that Medfusion was paying HMS/Lori Brill 45 percent of the profits that it received from filling factor medication prescriptions for her HMS clients during 2008. Chris Vernon sent a chart to Jeff Vernon showing, for the time period from September 2007 to October 2008, the profit of Medfusion and the 45 percent calculation of the commission being paid to Lori Brill. As CFO, Chris Vernon knew the monthly payments routinely exceeded $10,000. In April 2008, Chris Vernon received from Medfusion’s attorney, Benefield, the proposed Medfusion-HMS/Lori Brill contract which referred to HMS as an “independent contractor” of Medfusion. The contract included a “Payment Table” that set forth the commission-based structure of HMS’s compensation from Medfusion. The payment table provided that Lori Brill/HMS would receive a “Representative Fee Percentage of Collected Gross Profit.” That percentage was to be: (1) 50 percent when it took less than 90 days for Medfusion to receive payment for filling a prescription for an HMS client; (2) 47.5 percent when Medfusion received payment within 91 to 180 days; and (3) 45 percent when Medfusion did not receive payment for 181 days or more. Although Lori Brill did not sign it, the proposed contract was to put in writing Medfusion-HMS/Lori Brill’s previous and ongoing financial agreement. Emails further established that Chris Vernon was intricately involved with the actual calculation and payment of commissions to HMS/Lori Brill. These emails, although written in 2009, evidenced a continued, unchanged financial relationship between Medfusion and HMS/Lori Brill during 2008 and 2009. For example, in the April 6, 2009, email, Chris Vernon told Jeff Vernon that he had “made a reduction to [HMS/Lori Brill’s] payment for 16583.51” and advised that “[t]he reduction [was] for Ashley Sprinkle’s previous commission payments for the dates of service from 6-1-08 until 2-28-09.” Further, on June 8, 2009, Lori Brill sent an email to Chris and Jeff Vernon, writing: Chris and Jeff, [C]ould you please review the distribution report you sent for May 2009[?] You reported the net profit as my commission for May and then paid HMS 45% of my commission instead of the profit. The profit to be commissioned on was $60,51fb.U8. Could you please send out any adjustments as soon as possible[?] Lori Brill Hemophilia Management Specialties, Inc. On August 3, 2009, Chris Vernon forwarded to Jeff Vernon a chart detailing Medfusion’s profits made from patients referred by Lori Brill. That chart lists: (1) prescriptions that Medfusion filled for HMS patients between January 12, 2009, and July 28, 2009; (2) the amounts that Medfusion received from insurers for filling those prescriptions; (3) the costs of those prescriptions to Medfusion; (4) Medfusion’s profits earned for each prescription; and (5) Medfusion’s profit margin for each prescription. Additionally, Chris Vernon knew that the Anti-Kickback statute makes criminal commission-based payments by a health care provider to a non-employee, like the payments Medfusion made to HMS/Lori Brill. Chris Vernon was a sophisticated businessman, at the helm of a company that did many million dollars in sales by 2010. In November 2008, Medfusion’s own “corporate compliance plan” advised Chris Vernon: (1) that “[a]ll employees shall comply with anti-kickback laws”; (2) “[t]he federal anti-kickback laws are written to prevent MedfusionRX, LLC personnel and representatives- from knowingly and willfully ... paying ... or receiving any money ... directly or indirectly from third parties in connection with items or services billed to federal programs”; and (3) “[a]ll personnel and representatives must be aware the payment may be unlawful even if the only purpose of a payment scheme is to influence referrals.” This plan included various references to the CFO’s role in administering this plan and even instructed that “[e]mployees in the finance department ... are expected to be vigilant in identifying potential violations.” Chris Vernon was also privy to Benefield’s 2009 email conversations with Jeff Vernon about Medfusion’s failed attempts to bring the Medfusion-HMS/Lori Brill relationship into compliance with the Anti-Kickback statute. On April 21, 2009, Med-fusion’s attorney, Benefield, sent a copy of the unsigned Medfusion-HMS/Lori Brill contract to James Pool, an attorney specializing in health care regulation. Around that time, a large private equity company, Cressey and Company (“Cressey”), was considering purchasing Medfusion. During the due diligence process, Cressey’s executives wanted to ensure that certain Medfusion contracts and business relationships, including its relationship with HMS/ Lori Brill, complied with health care regulatory statutes like the Anti-Kickback statute. In response to this request, Benefield solicited Pool’s opinion on the HMS/Lori Brill relationship and asked him “if there wasn’t some way that he could come up with ... to structure this relationship so that it w