Health Care Transactions

Foley has a long history representing all types of health care providers in transactional work, enabling us to offer practical, realistic advice about the risks and rewards of merger, acquisition and affiliation transactions. Foley provides sophisticated legal advice on all aspects of merger and acquisition transactions, joint ventures and management and cooperation agreements, securities and corporate governance matters, corporate counseling, capital market transactions, and other financing issues including debt financings, health care and public policy concern, employee benefits matters and regulatory issues. Foley’s transactional attorneys work closely with our health care regulatory attorneys. Our regulatory attorneys have a unique depth and wealth of experience in addressing health care regulatory structures.

Foley’s experience in Transactions includes the acquisition and sale of health care facilities and enterprises such as hospitals, ambulatory surgery centers, imaging centers and dialysis facilities, the development of joint operating entities, physician-hospital alignment arrangements, co-management arrangements, the acquisition of physician practices and physician-owned businesses, and structuring of professional services arrangements. In addition, we have a long history of acting as deal and/or regulatory counsel in transactions driven by private equity investors.

Merger and Acquisition Transactions (M&A Transactions)

M&A Transactions have the power to affect every aspect of your business — from the board room to the operating room — particularly in the complex and heavily regulated health care environment. Our knowledge and experience, unparalleled in the industry, can help guide you through these transactions. We have deep experience in health care M&A Transactions, especially those involving hospitals and health systems (both for-profit and non-profit), ambulatory surgery centers, Behavioral Health, providers of long-term and palliative care, such as post-acute care and assisted living, including skilled nursing and hospice, as well as providers of ancillary services such as imaging and physical therapy. This experience has provided us with a deep understanding of the business and regulatory processes involved when health care organizations and investors combine or transact with one another. In addition to our transactional work, our Health care attorneys provide guidance and regulatory counsel on specific issues raised in M&A transactions, such as compliance with Stark, state and federal Anti-Kickback statues, antitrust laws, state licensing requirements, Medicare reimbursement rules, and other applicable laws. 

Private Equity Transactions

Private equity investment in the health care industry has grown exponentially over the past decade and shows little signs of slowing. Foley Health Care has significant experience in both buy and sell-side private equity transactions, especially those involving the recapitalization of physician practices, telemedicine providers, and the providers of home health, long-term and palliative care providers. Our clients and engagements include purchases and sales, as well as transactional and regulatory/compliance counseling with respect to those entities that engage in the investment in and management of providers. Our experience spans a variety of matters including health information technology, the ownership and management of physician practices through a physician practice management model, recapitalizations of physician practices by private equity sponsors, acquisition of therapy providers, health plan sponsors, and more. We have special expertise in transactions involving the ownership and operation of assisted living, skilled nursing and hospice care services and facilities. 

Foley lawyers understand both the business and legal aspects that arise when private equity firms recapitalize health care providers. Our lawyers combine industry specific deal and transactional experience with regulatory expertise, allowing us to provide valuable, practical advice to our clients. For example, structure can drive reimbursement and reimbursement can drive structure; we understand these nuances as well as the multitude of legal and regulatory issues that arise in these deals. We are skilled at structuring such relationships to comply with state corporate practice of medicine doctrines, the federal anti-referral statutes, including the Stark Law and the Anti-Kickback Statute as well as the tax laws.

Physician-Hospital Alignment

Our attorneys have a long history of developing and implementing a wide range of physician-hospital alignment strategies. We have been intimately involved in developing some of the largest integrated delivery systems in the country and can work with you on a wide range of other alignment strategies, including joint ventures, professional services arrangements, service line co-management agreements, physician service/medical director agreements of many types and designs, and physician/hospital joint venture transactions, all involving both primary care and specialty physicians. We develop creative and innovative structures to meet your strategic alignment needs, while navigating the complex legal and compliance issues you face. 

Joint Ventures and Partnership Transactions

Our Health Care attorneys understand the complex issues involved in forming and operating hospital-physician, hospital-hospital, physician-physician as well as all other types of joint ventures, including public-public, public-private, as well as transactions with investors and other lay entities. We can represent you in every aspect of joint venture transactions and are fully versed in the legal issues and business processes necessary to make these transactions successful. We also will work collaboratively with your in-house and outside general counsel to provide specific counsel on complex regulatory issues that can arise in joint-venture transactions. We routinely handle joint ventures between public and private entities, as well as for-profit and nonprofit organizations.

Managed Care Contracting Organizations

We are leaders in understanding, establishing, and developing managed care contracting organizations including Accountable Care Organizations (ACOs), Clinically Integrated Networks (CINs), Physician-Hospital Organizations and other care transformation structures. Our attorneys have been thought leaders in connection with these organizations for decades. For example, upon issuance of the proposed Medicare Shared Savings (MSSP) regulations, our attorneys worked with industry participants of all types in commenting on the proposed regulations and with the publication of the final MSSP regulations, we guided participants throughout the industry in exploring their ACO options. We can advise you on alternatives to the MSSP, including the bundled payment initiative, or the comprehensive primary care initiative, as well as individualized structures submitted to the CMS Innovation Center. We also are well positioned to advise and work with you on developing commercial market ACOs and CINs by identifying and implementing creative solutions to the legal challenges posed by antitrust, insurance, fraud and abuse, privacy, information technology, and other laws affecting ACOs and their development.

In addition to our core Health Care Law attorneys, the Transaction group is enhanced by our 150-member Health Care Industry Team. To learn more, click here.

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