We provide innovative business advice and legal counsel regarding the federal and state regulatory issues that health care providers encounter in structuring and negotiating transactions, including the Anti-Kickback Statute, Stark Law, HIPAA, and licensure and change of ownership requirements. The recent consolidation of the health care industry has increased the need for integration strategies that conform with referral prohibitions and antitrust and licensure laws. We work with clients to design and implement effective compliance strategies.
Types of Transactions
We advise on the full spectrum of transactions, including:
- Mergers and acquisitions
- Private equity acquisitions
- Management services arrangements
- Joint ventures
- Tax restructurings
Acquisition Due Diligence
To protect our clients’ interests, we conduct a thorough review and evaluation of the compliance risks associated with acquiring other health care entities, including:
- Confirming that the target company has the appropriate permits, licenses and accreditations to conducts its business.
- Researching federal and state change of ownership requirements.
- Analyzing risks associated with regulatory enforcement actions.
- Assessing risks associated with potential overpayments by payors.
- Reviewing compliance policies and implementation.
- Analyzing successor liability risks.
- Evaluating arrangements between the target company and referral sources for compliance with federal and state fraud and abuse laws.
- Reviewing the target company’s compliance with state laws applicable to the acquiring entity’s industry.
Negotiating the Transaction
Buyers and sellers of health care entities seek our counsel to structure and execute business transactions. We can anticipate change of ownership, licensure, tax and other issues that arise in transactions, giving our clients an advantage in negotiating favorable letters of intent, purchase agreements and ancillary agreements. Complex transactions require a comprehensive approach, and we work closely with lawyers across the firm’s other practice groups to address additional transaction-related legal issues such as those involving corporate structure and governance, employee benefits, employment matters, real estate needs, environmental concerns and tax strategies.
Illustrative examples of our transactional experience include:
- Representing a buyer of institutional pharmacies across the country.
- Representing a nonprofit hospice in an affiliation with other nonprofit hospices.
- Representing an opioid treatment program in its sale to a private equity investor.
- Representing a neonatology practice in is sale to a national management company.
- Representing a dental practice in its sale to a national management company.
- Representing a buyer in acquiring inpatient rehabilitation facilities and long-term acute care hospitals.
- Representing the buyer of a pharmaceutical packaging business.
- Representing a hospital system in its spin-off of clinics to a federally qualified health center.
- Representing a hospital in connection with its acquisition of an urgent care center.
- Representing a private equity company in its acquisition of a medical equipment business.