Our Healthcare Practice Group provides sophisticated legal services to a broad array of clients across the country, ranging from large academic medical centers and health systems to small practices, licensed facilities of all types, and suppliers of equipment and services.
We provide M&A, securities, litigation, corporate, labor and employment, information technology, intellectual property, finance and regulatory services for both individual and corporate clients.
We strive to be sensitive to the complex decisions our clients face as they continually balance the resources and needs of their institutions and businesses against the often seemingly conflicting demands of state and federal governments.
Our healthcare practice also encompasses the complete spectrum of traditional matters that affect those associated with the healthcare industry. These include:
- Transactional work including structuring mergers, acquisitions, dispositions, recapitalizations and reorganizations
- Antitrust counseling and business litigation at both federal and state levels
- Litigation and hearings before the trial and appellate courts and regulatory agencies
- Private and public debt financing, including tax-exempt or taxable bond financing
- Physician contract issues
- Vendor contracting
- Professional liability, licensure and patient care issues
- Developing corporate compliance programs
- HIPAA and HITECH Act analysis and implementation
- Advising on compliance with fraud and abuse laws and regulations
- Structuring practice plans
- Designing joint ventures
- Labor and employment issues
- Provider reimbursement appeals and licensure revocation proceedings
- Medicare and Medicaid certification
Hospitals and Health Systems Our Healthcare Practice Group counsels hospitals and health systems on regulatory and operational issues such as credentialing,
labor and employment matters, medical staff by-laws, disciplinary hearings, peer review, risk management, physician recruitment arrangements, HIPAA and EMTALA compliance, and physician/hospital joint venturing. Our experience includes:
- Arrangements with independent radiology, anesthesia and emergency department contractors and intraoperative monitoring service providers
- Counseling with respect to medical staff credentialing procedures and disputes
- Creating and restructuring faculty practice plans
- Developing provider-based and non-provider-based satellite clinics
- Federal and state healthcare privacy, disclosure, data breach and related cases and policy issues
- Working with management/researchers to provide assistance in technology transfers
- Advising hospitals on informed consent issues and research on human subjects, including IRB design, service, and waivers
Anti-Kickback and Fraud and Abuse Practice Healthcare transactions and professional relationships are subject to a broad and treacherous range of so-called fraud and abuse laws, including the Stark Law (which prohibits physicians from referring patients to related entities for various diagnostic and therapeutic health services); federal and state anti-kickback laws; state self-referral laws; and the federal False Claims Acts. The onerous consequences of non-compliance require providers to have available experienced counsel who can assist them in preventing and solving problems.
We have extensive experience with anti-kickback, fraud and abuse, self-referral, false claims and related laws. While our efforts are often directed at identifying issues before they become the basis for an investigation, we have also been involved in several healthcare fraud matters that were or are still under investigation and/or indictment. Our experience includes:
- Internal compliance reviews and drafting of compliance, gift, honoraria, conflict of interest and marketing policies
- Representation of companies or high-level executives who have either been under or subject to investigation by the Federal Bureau of Investigation, the Office of Inspector General of the Department of Health and Human Services, and United States Attorneys’ Offices
- Witness and defendant representation with the Office of Inspector General, the Food and Drug Administration and the Department of Justice
- Representation of healthcare providers in fraud investigations brought by state Medicare and Medicaid Fraud Control Units
Mergers & Acquisitions Our attorneys routinely represent healthcare providers of all kinds – including nonprofit and for-profit hospital organizations, health plans, skilled nursing companies, physician groups, home health agencies and durable medical equipment providers – in structuring and closing mergers and acquisitions, dispositions and other commercial transactions. Our Healthcare Practice Group lawyers have represented buyers, sellers, investors and others involved in:
- Mergers and acquisitions of regional healthcare systems
- Homecare companies
- Acquisitions of individual healthcare facilities and businesses
- Corporate reorganizations
- Ambulatory surgery centers
- Imaging centers, dialysis centers, and other specialized healthcare centers
- Acquisitions and divestitures of healthcare providers
Physician Practice Our attorneys have a genuine understanding of the complex business environment in which physicians today must practice, and are able to provide timely, creative and practical counsel on issues of concern, including managed care relationships, federal (HIPAA and HITECH Act) and state confidentiality requirements, fraud and abuse laws, licensure, employment, and reimbursement issues. Our relevant experience includes:
- Assisting physician groups in developing physician-owned ancillary service providers
- Representing large hospital-based medical groups
- Formation and dissolution of multi-specialty group practices
- Hospital privilege and disciplinary matters
- Drafting and negotiating contracts with hospitals, other practices, and third-party payors
- Structuring and negotiating relationships with management companies
- Representation in connection with third-party payor audits
- Internal operating agreements and other governance documents
- Advising in connection with estate planning, pension and tax matters
Insurance The attorneys in our
Insurance & Reinsurance Department, which is one of the largest in the U.S., counsel health insurers, producers and third-party administrators in regulatory and compliance matters, insurance company formation (including captives), and contractual matters including mergers and acquisitions. Our experience in these areas includes:
- Review of new insurance products, including life and health products, for regulatory compliance
- Counseling third-party administrators
- Managed care contracting
- Representation of insurers and producers in regulatory examinations and proceedings
- Formation of healthcare captive insurers
- Advising clients on coverage issues
Antitrust Compliance with
antitrust laws has become a major concern to the healthcare industry in light of current trends in consolidation and provider reorganization. The U.S. Department of Justice, Federal Trade Commission, and state attorneys general have focused their attention on healthcare as an industry vulnerable to violations. Our firm has handled antitrust issues for clients in a number of contexts including:
- Formation of provider networks
- Medical staff credentialing disputes
- Managed care contracting
- Network Antitrust Compliance Programs
- Hospital joint ventures
- Mergers and acquisitions
Capital Projects Development and Financing We represent lenders on a national scope in a variety of healthcare-related credit facilities, including tax-exempt financings and conventional ABL and cash-flow deals for senior living facilities, hospital systems, group purchasing systems for hospitals, physician groups, academic and for-profit medical centers, third party administrators and insurers, laboratories and pharmaceutical and medical device companies. Our familiarity with the issues arising in these financings, coupled with assistance provided by our internationally regarded intellectual property and healthcare professionals, allows for advice tailored to the nuances and specialized issues inherent in this area. These financings include takeover financing, acquisition lines, construction finance, working capital lines of credit and tax-exempt financings. We also have significant experience representing underwriters and issuers in healthcare transactions and in healthcare workouts and bankruptcies, including DIP financings and 363 sales on behalf of lender and sponsor/buyer clients, in particular. In addition to the tax-exempt financing described in the next section, our experience in this area includes:
- Counsel to the lead arranger/agent in a $210 million syndicated senior financing of a public healthcare company in a tax-free spin-off, involving multiple layers and A and B tranches of senior and subordinated debt financing from insurance companies, banks and funds
- Counsel to the lead arranger/agent in a $110 million syndicated senior financing of a privately held provider of healthcare services to prisons and military bases
- Counsel to the lead arranger/agent in an $85 million syndicated financing of a stock purchase buyout of a national healthcare service provider
- Closed a complex financing for the expansion of a continuing care retirement community. This transaction required creativity to weave the new financing into the rights created by an existing long-term bond issue, a ground lease and other existing documentation.
Please visit our
Debt Finance and Capital Markets practice pages for further information.
Tax-Exempt Financing We have one of the nation’s largest bond counsel practices and are one of the few major general practice law firms in the U.S. devoting a substantial portion of its practice to public finance law. In 2008, our Public Finance Department ranked in the Top Ten nationally among all firms providing bond counsel services in the U.S. A major part of our bond counsel practice is devoted to financings for hospitals and other healthcare providers. During 2008 alone, the firm served as bond counsel on over $1.29 billion in healthcare-related bond transactions. Our experience in this area includes:
- The market for auction rate and variable rate demand securities has either collapsed or been seriously impaired. Our attorneys have guided our clients through the process of restructuring many of such obligations, including refundings where appropriate.
- Turmoil in the financial markets has resulted in problems in the swap market, especially swap trades with the subsidiaries of Lehman Brothers. In this regard, our attorneys have substantial experience in advising clients as to the federal income tax and bankruptcy law implications of transactions with failed swap providers.
- We have established complex security structures for hospitals and healthcare systems, including master trust indentures, multiple series of bonds, credit enhancers, liquidity providers, hedge agreements and current and advanced refundings.
Healthcare Information Technology Our attorneys are witnessing the increasing influence and complexity of information technology in the delivery of healthcare and related services. Our clients face significant challenges in protecting data and implementing, managing and maintaining the various systems they employ to do business and remain up-to-date on laws regarding the protection of health information.
We offer clients the services of attorneys knowledgeable in both the healthcare and IT industries. Our IT attorneys are involved in the technology industry on a daily basis and have extensive, in-depth experience with information technology agreements and data protection issues.
Our healthcare IT work includes the following:
- IT Systems and Procurement – assisting clients in the procurement of IT systems and related vendor services.
- Licensing and Negotiations – advising clients on licensing agreements, joint ventures, contract negotiations and other business legal issues related to technology acquisition and implementation.
- E-Commerce – advising clients with issues regarding web-based applications such as e-payment systems and advising generally on website structure and other content-related issues and concerns.
- HIPAA/Privacy Compliance.
- IT and Healthcare Fraud and Abuse and Self-Referral – counseling clients regarding the provision of hardware, software or other information technology to physicians, other healthcare professionals, pharmacists and pharmacies to ensure compliance with the federal anti-kickback and physician self-referral statutes and regulations.
- Security Breaches and Compliance – handling security breaches and inadvertent loss of data.
- Foreign Privacy Laws – advising on procurement, project development, licensing, risk management, compliance, privacy and other legal issues related to projects that are subject to the laws of foreign jurisdictions.