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Course Details

Course Information
  • smart_display Format

    On-Demand

  • signal_cellular_alt Difficulty Level

    Intermediate

  • work Practice Area

    Health

Date & Time
  • event Date

    Tuesday, November 26, 2024

  • schedule Time

    1:00 p.m. ET./10:00 a.m. PT

  • timer Program Length

    90 minutes

Credit Information

  • This 90-minute webinar is eligible in most states for 1.5 CLE credits.

$297.00
CLE
ALL

This CLE webinar will guide healthcare attorneys on earnouts in healthcare transactions. The panel will examine the components of a well-structured earnout and discuss best practices for designing earnouts to minimize disputes. The panel will also address the risks, including potential violation of Stark and the Anti-Kickback Statute (AKS). The panel will offer guidance for structuring earnout provisions.

Faculty

Lindsay M. Borgeson
Partner
Kirkland & Ellis LLP

Ms. Borgeson focuses on healthcare regulatory and transactional matters for healthcare investors, lenders, and providers. She counsels clients on a broad range of healthcare-related matters, including state laws related to licensure and the corporate practice of medicine, federal healthcare fraud and abuse laws such as the Anti-Kickback Statute and the Stark Law, and other related regulatory matters. She also routinely counsels clients on federal privacy matters. She is regularly called upon to advise on large corporate transactions involving healthcare regulatory matters. Such transactions frequently involve strategic acquirers, including private equity funds, and cover a broad spectrum of healthcare services.

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Adria Warren
Partner
Foley & Lardner LLP

Ms. Warren is a healthcare M&A and regulatory lawyer with deep experience advising hospitals, providers, and healthcare enterprises on complex transactions, corporate, and regulatory compliance matters. Her experience includes mergers, acquisitions, joint ventures, and other affiliations and strategic transactions; forming provider groups, networks, and alliances; and advising on fraud and abuse and HIPAA compliance, employment, reporting and disclosure requirements, and marketing compliance.  Ms. Warren has over two decades of experience and brings a wealth of business and transactional experience to assist clients in the healthcare industry, including providers, private equity, medical device companies, life sciences companies, and healthcare IT companies. In addition, she counsels entrepreneurs and established companies on a wide range of day-to-day legal and business issues from starting-up through going public, including corporate governance issues, securities laws compliance, tax, and employment matters. 

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Description

M&A transactions routinely include earnout provisions for various reasons, including as a mechanism to bridge valuation disagreements and to alleviate concerns by both parties about tendering or receiving a fair purchase price. Earnouts can allow either an upward price adjustment post-closing--when sufficient value is created to justify a higher purchase amount--or innovative financing for an originally agreed upon price. Further, earnouts can deter disagreements during the negotiation of the deal price, however, they may result in post-closing disputes over the earnout itself.

While earnouts are a beneficial tool for parties in M&A deals, such provisions may with additional risks in healthcare M&A transactions. Such provisions could implicate the Stark Law or the Anti-Kickback Statute. Buyers and sellers need to carefully navigate valuation and purchase price issues in healthcare transactions and draft earnout provisions accordingly.

Listen as our authoritative panel of healthcare attorneys examines earnouts in healthcare transactions. The panel will examine the components of a well-structured earnout and discuss best practices for designing earnouts to minimize disputes. The panel will also address the potential risks, including violation of Stark and AKS. The panel will offer guidance for structuring earnout provisions.

Outline

  1. Earnout provisions in healthcare M&A
    1. Advantages and disadvantages of earnouts
    2. Considerations
    3. Components
  2. Risks
    1. AKS
    2. Stark
  3. Best practices for structuring earnout provisions

Benefits

The panel will review these and other challenging issues:

  • What risks should counsel keep in mind when determining whether to use earnout provisions in healthcare deals?
  • What post-closing concerns should buyers and sellers anticipate and address during deal negotiations?
  • What are best practices counsel should employ when designing earnouts to minimize disputes?