BarbriSFCourseDetails
  1. keyboard_arrow_leftBack

Course Details

Course Information
  • smart_display Format

    On-Demand

  • signal_cellular_alt Difficulty Level

    Intermediate

  • work Practice Area

    Health

Date & Time
  • event Date

    Tuesday, December 12, 2023

  • 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 course will guide healthcare counsel on the key legal issues involved in hospital acquisitions of physician practices, including applicable laws and regulations and valuation considerations. The panel will offer their guidance on negotiating and structuring the arrangements.

Faculty

Roger D. Strode
Partner
Foley & Lardner LLP

Mr. Strode's practice focuses on health care business transactions, including mergers, acquisitions, corporate restructurings and joint ventures, general corporate matters and health care regulation. His experience includes the representation of institutional health care providers, large physician groups, specialty providers (ASC development organizations), health care private equity firms and industry consultants. He participated as lead counsel in numerous health care and corporate transactions, including the purchase and sale, or transfer of sponsorship of hospitals, health systems, physician practices and health maintenance organizations; the formation of specialty hospitals; and the formation of ancillary services joint ventures.

expand_circle_down Expand to View Full Bio expand_circle_up Collapse Bio
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. 

expand_circle_down Expand to View Full Bio expand_circle_up Collapse Bio

Description

Hospital acquisitions of physician practices continue to climb, driven by reimbursement pressures, physician shortages, and capital constraints. Because these transactions are complex and involve significant risk, careful planning and execution are critical.

When structuring and negotiating acquisition deals, counsel to healthcare systems and physicians must carefully consider regulatory hurdles, valuation, pricing, escrows, and indemnities.

Listen as our panel explains the key legal and business considerations with hospital acquisitions of physician practices, including applicable laws and regulations and fair market value considerations. The panel will offer strategies for negotiating and structuring the arrangements.

Outline

  1. Key structural and legal considerations
    1. Structuring the transaction
      1. Principal purchase terms
      2. Physician governance/management
      3. Physician employment contract and ancillary agreements
      4. Tax structuring considerations
    2. Legal considerations
      1. Federal fraud and abuse laws
      2. State law considerations
      3. Special considerations for tax-exempt purchasers
      4. Legal aspects of determining fair market value
  2. FMV and financial considerations
    1. Physician practice consolidation trends
    2. Valuation issues
    3. Compensation models for physicians
    4. Fairness opinions from independent financial advisers

Benefits

The panel will review these and other important issues:

  • What are the key legal and business concerns for hospitals and physicians considering a hospital acquisition of a physician practice?
  • What nuances should counsel be aware of with respect to valuations in light of Stark law and challenges to certain valuation methodologies?
  • How can acquisition deals be structured to ensure long term value for the hospital?
  • What compensation models have been most attractive or successful for hospitals negotiating employment with physicians?