Deal Anatomy and More Showcased at the 2019 ACC Annual Meeting

06 December 2019 Health Care Law Today Blog
Authors: Christopher J. Donovan Roger D. Strode

Together with Jason Stevens, Deputy General Counsel of WellStar Health System, Kenny Johnson, General Counsel of Sonic Healthcare USA and Gabe Holdsman, General Counsel of PTC Biotherapeutics. Chris Donovan and Roger Strode, partners in Foley’s National Health Care Practice, inaugurated a new interactive workshop at the Association of Corporate Counsel (ACC) Annual Meeting in Phoenix titled “Anatomy of a Deal: Health Care Style.”

Anatomy of a Deal: Health Care Style

Participants were broken into groups of 8-10 with groups split between buy-side representation and sell-side representation.

Foley and the in-house experts provided a table setting overview of three key stages of a healthcare deal focused, in this case, on a hypothetical PE backed insurer pursuing a vertical integration strategy by proposing to purchase a primary care/urgent care center chain.  The hypothetical contained all the bells and whistles of a complex law school type fact pattern and was designed to generate challenging issues for the deal teams and creative, interactive thinking.

Pre-auction sale preparation, due diligence, letter of intent and definitive documentation negotiations were overviewed and discussed by the panel of experts. After each of these phases were reviewed, the roundtable participants applied the general principles outlined by the panel to the facts of the hypothetical deal. Important best practices and strategy were intertwined with substantive legal issue discussion providing a robust learning opportunity not only on substantive legal issues but process, strategy, as well as pragmatic and practical pointers in the context of a dynamic auction process.

Examples of issues addressed included:

  • Readying the Business: Understanding the Internal Client
  • Prioritizing the business objectives in the context of legal and compliance structures
  • Developing a Plan for Self Due Diligence
  • Bidding strategies and banker engagement
  • Valuation tools
  • Shaping a bid to be attractive to a target and its owners
  • Risk allocation issues and strategies
  • Tools including coding audits and QOE analysis and how to deploy them strategically 

This session followed a similar session last year at the ACC annual event focused on an internal investigation matter.

Foley applauds the Health Committee of the ACC, the in house panelists and all participants for an engaging and rewarding morning in Phoenix.

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