Charles Gass is a Denver-based health care M&A attorney who represents physician groups, private equity sponsors, and health systems in mergers, acquisitions, joint ventures, and regulatory matters across the United States.
Charles Gass structures and executes complex health care transactions — including mergers and acquisitions, joint ventures, equity and debt financings, and general corporate matters — representing clients across the full spectrum of deal positions: physician practices navigating a first sale, private equity sponsors building platforms through add-ons, health systems pursuing strategic acquisitions, non-profit health care entities expanding through practice combinations or mergers, among others.
Charles is a member of Foley’s Health Care Transactional and Health Care Regulatory Practices, with deep experience advising physician groups, hospitals, private equity firms, ambulatory surgery centers, licensed health care facilities (home health, hospice, skilled nursing facilities, medical spas, laboratory services companies, federally qualified health centers (FQHCs), and health tech startups.
What distinguishes Charles’s practice is a deep understanding of the interests and concerns that arise across different deal positions — from the physician owners navigating a first exit to the private equity buyer executing a platform roll-up. On sell-side matters, Charles works closely with each ownership group to protect interests that go far beyond purchase price: post-closing employment terms and compensation structures, restrictive covenant negotiations, rollover equity protections, anti-frustration covenants, board governance rights, retirement and exit provisions, and ongoing regulatory compliance. On buy-side matters, he structures transactions to align physician and investor incentives while managing diligence and integration risk. His approach emphasizes streamlined deal execution, direct access, and communication that keeps pace with fast-moving transaction timelines.
Charles also serves as outside general counsel to an independent rural hospital in Colorado, advising on physician recruitment, service line expansions, joint ventures, professional services agreements, and revenue cycle matters — a role that deepens his understanding of how transactions affect day-to-day operations. His regulatory practice encompasses the Anti-Kickback Statute (AKS), Stark Law (physician self-referral), corporate practice of medicine compliance, Friendly PC/MSO structures, and state licensing requirements. He also works regularly with investors, entrepreneurs, and startup businesses navigating all aspects of corporate and health care law.
Key Capabilities
- Private equity health care platform builds and add-ons
- Ambulatory surgery center (ASC) joint ventures and acquisitions
- Health care regulatory compliance (Stark Law, Anti-Kickback Statute, corporate practice of medicine)
- Rollover equity and physician employment structuring
- HUD/FHA health care facility financing
- FQHC transactions and governance
Industries Served
- Physician practices (orthopedics, cardiology, vascular surgery, optometry, audiology)
- Ambulatory surgery centers (ASCs)
- Behavioral health, mental health, and addiction treatment
- Home health and hospice agencies
- Skilled nursing and rehabilitation facilities
- Medical spas and aesthetic medicine
- Laboratory and diagnostic services
- Federally Qualified Health Centers (FQHCs)
- Health tech and digital health startups
Representative Experience
Health Care M&A — Sell-Side Transactions
- Lead counsel for a multi-physician orthopedic surgery practice and its affiliated ambulatory surgery center in an asset purchase and contribution transaction with a PE-backed platform. Negotiated purchase agreement, employment agreements, restrictive covenants, transition services, and physician rollover equity.
- Lead counsel for cardiology and thoracic surgery practice in transaction with a PE-backed acquiror. Negotiated definitive agreement, employment agreement and post-closing compensation plan for physicians.
- Lead counsel for founder and sole owner of medical spa with locations in Colorado and California in sale to PE-backed national med spa platform. Managed pre-closing reorganization, trust structuring for seller, and negotiation of definitive purchase agreement.
- Lead counsel for optometry clinic owners in sale of practice assets to PE-backed national vision platform. Negotiated asset purchase agreement, earnout anti-frustration covenants, buyer solvency representations, employment agreements, and rollover equity contribution agreement.
- Lead counsel for physician owners of a vascular surgery practice with integrated office-based lab and ambulatory surgery center in sale to PE-backed acquiror.
- Represented home health and hospice provider in sale to multi-state in-home health care services provider.
- Represented healthcare consulting and advisory firm in sale to a PE-backed buyer.
Health Care M&A — Buy-Side & Platform Acquisitions
- Lead counsel for private equity buyer in platform acquisition of behavioral health and mental health clinic.
- Lead counsel for private equity backed platform company in add-on acquisition of addiction treatment and substance use disorder (SUD) treatment center.
- Lead counsel for private equity backed laboratory services company in various add-on acquisitions and dispositions.
- Represented the platform company of a private equity fund in multiple add-on acquisitions of audiology and hearing health clinics. Developed standardized transaction documents for efficient rollup execution and negotiated physician employment and equity arrangements.
- Lead counsel for Federally Qualified Health Center (FQHC) in acquisition of a physician practice.
Health Care Joint Ventures
- Represented ambulatory surgery center in joint venture with hospital system and national management services provider.
- Represented hospital in ongoing operations of ambulatory surgery center joint venture with physician partners.
- Represented closely held company in expansion of behavioral health services with regional partner.
Health Care Financings
- Represented borrowers and operators on multiple HUD Loan refinancings of skilled nursing facility and underlying real estate.
- Represented various skilled nursing and rehabilitation facilities in private offering.
- Represented behavioral health company in private offering.
Health Care Regulatory Compliance
- Advised cardiology physician group practice in negotiation and foundation model professional services agreement with nationwide hospital system.
- Advised hospital in negotiation of professional service agreement with orthopedic group practice.
- Advised laboratory service company in corporate practice of medicine and out-of-state lab license compliance.
Awards and Recognition
- Super Lawyers: Rising Stars, Health Care (2025, 2026, 2027)
- The Best Lawyers in America®: Ones to Watch, Health Care Law and Mergers and acquisitions Law (2023-2027)
- Emerging Young Lawyers in Healthcare Award, American Bar Association (2025)
Community Involvement
- Member, American Bar Association (Health Law Section)
- Member, American Health Lawyers Association
- Member, Colorado Ambulatory Surgery Center Association (CASCA)
- Active Participant with The Colorado Lawyers Committee
Publications and Presentations
- Speaker, “Shaping Tomorrow: Industry Trends Through Legal, Financial, and Economic,” Colorado Ambulatory Surgery Center Association’s Annual Conference & Trade Show (November 13, 2025)
- Co-author, “Nonprofit Health Care Mergers – Introduction: With Complexity Comes Opportunity,” Health Care Law Today (March 8, 2025)
- Co-author, “The Colorado AI Act: Implications for Health Care Providers” Health Care Law Today (February 7, 2025)
Foley Advises Preva Aesthetics in Partnership with Alpha Aesthetics
Foley Names 18 New Partners
Charles Gass Quoted on Health Care Implications of Colorado AI Act
Shaping Tomorrow: Industry Trends Through Legal, Financial, and Economic Lenses
Charles Gass Honored as ABA Emerging Young Lawyer in Health Care