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

    Thursday, November 2, 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 provide guidance to healthcare counsel for drafting and negotiating representations, warranties, and indemnification clauses in healthcare mergers and acquisitions. The panel will discuss key considerations when drafting such provisions, potential challenges, and strategies for allocating risk.

Faculty

Matthew J. Friendly
Partner
McDermott Will & Emery, LLP

Mr. Friendly focuses his practice on general health matters, with an emphasis on healthcare mergers and acquisitions and healthcare private equity transactions. Among other matters, he has represented a private equity fund in its purchase of a dental management services organization and assets of 39 managed dental practices in Texas for approximately $135 million and represented a Nevada-based hospitalist services company in its sale to a private equity buyer for $44.7 million.

expand_circle_down Expand to View Full Bio expand_circle_up Collapse Bio
Frank M. Pellegrino
Member
Bass Berry & Sims Plc

Mr. Pellegrino advises public and private companies in a broad range of transactional, corporate governance and securities matters. Over the course of his career, he has completed more than $25 billion worth of M&As for public and private companies and represented issuers in public and private debt and equity offerings worth over $3 billion. Mr. Pellegrino’s practice includes the representation of both public and private clients in public and private equity and debt offerings, and acquirers and targets in M&As.

expand_circle_down Expand to View Full Bio expand_circle_up Collapse Bio

Description

Healthcare mergers and acquisitions have continued to be prevalent. Many hospitals, healthcare providers, and other types of healthcare entities are facing financial distress and may become targets or will look for potential partnerships. Others that are solvent may pursue mergers or acquisitions as a way to grow. Healthcare counsel on both sides of a deal must identify the potential indemnification and liability issues that may arise and plan accordingly.

My colleagues and I will discuss how counsel can address indemnification in representations and warranties, baskets, caps, and escrow provisions. For example, indemnification provisions can use caps on recovery amounts--as well as limits on rep and warranty survival periods--to tailor an indemnification structure to the risks of the deal.

We will explore how indemnification provisions allow the parties to shift risk and reduce liability exposure. Indemnification clauses work best when they clearly outline the specific risks included, exclusions from indemnity, and procedures for making an indemnification claim.

Listen as our authoritative panel of healthcare attorneys discusses best practices for drafting and negotiating representations, warranties, and indemnities in healthcare M&As. The panel will discuss the use of caps and baskets and provide strategies for avoiding typical negotiation and enforcement pitfalls and resolving contract disputes.

Outline

  1. Reps and warranties in healthcare M&As
  2. Indemnities in healthcare M&As
  3. Use of caps and baskets
  4. Strategies for avoiding pitfalls and resolving contract disputes

Benefits

The panel will review these and other key issues:

  • What are the rep and warranty and indemnification provisions typical to healthcare transactions?
  • What are the most commonly disputed issues when negotiating these provisions, and what are some effective strategies for resolving them?
  • What approaches should counsel use to protect a client's interests when negotiating an indemnification provision?