Introduction to Healthcare M&A: Regulatory and Transaction Overview, Deal Structures, Key Terms, Pitfalls to Avoid

Mr. Chan’s practice focuses on representing private equity and strategic clients in the life sciences, healthcare, investment management and tech sectors on complex domestic and cross-border corporate transactions. He regularly advises on mergers and acquisitions, private equity, growth equity, and venture capital transactions, as well as on corporate governance, joint ventures and corporate finance matters. Mr. Chan has been recognized for his life sciences and M&A work by a number of notable publications, including Chambers USA, The Legal 500 US, Law360, IFLR1000 and Legal Media Group. In particular, Law360 highlighted his work in navigating the complex life sciences industry and key partnership negotiations between biotechnology and drug companies. He serves as an adjunct professor at Georgetown Law School where he has taught Takeovers, Mergers and Acquisitions since 2015.

Mr. Falls helps companies obtain antitrust clearances for mergers and defends companies in exclusionary conduct litigation and investigations. He has cleared the way for high-profile and highly scrutinized mergers and defended such transactions in litigation when challenged by enforcers. Complementing his merger work, Mr. Falls also represents companies in exclusionary conduct investigations and related litigation brought by antitrust enforcers, rival companies, and classes of consumers. He has been on the front lines of cutting-edge antitrust issues, including scrutiny of asset managers under the “common ownership” theory, investigations of patent assertion entities, scrutiny of e-commerce business models, and challenges to pharmaceutical licenses and patent settlements. Mr. Falls regularly provides antitrust counseling, helping companies structure their joint ventures, licensing arrangements, and other commercial agreements to achieve their business goals at minimized antitrust risk. He has published frequently on questions concerning the application of antitrust law to vertical restraints, pricing practices and other relationships between companies operating at different levels of the supply chain. Mr. Falls serves clients in a wide variety of industries, including life sciences, technology, energy, transportation, consumer packaged goods, and retail.

A trusted advisor and respected thought leader on cutting-edge healthcare issues, Ms. Joseph counsels clients in the healthcare and technology sectors on a broad spectrum of regulatory and business matters, with a particular focus on helping clients assess, develop and implement innovative business models in the healthcare industry. She works with digital health companies, health systems and other public and private companies—from new entrants to seasoned organizations—to address regulatory compliance and transactional needs. She also advises investors and collaborates with clients to understand their business goals and tailor practical solutions to help them achieve those objectives. Ms. Joseph is well-versed in the corporate governance, data privacy, and security and scope-of-practice considerations facing the healthcare industry as it incorporates AI and machine-learning (ML) solutions into clinical workflows. Her practice includes structuring and scaling national telehealth practices across a range of clinical disciplines, including complex collaborative arrangements involving labs, medical device manufacturers, remote patient monitoring solutions and pharmacies. Ms. Joseph spends much of her time working with clients on vetting and developing strategic affiliations, joint venture transactions and other novel business arrangements, including developing value-based enterprises and otherwise identifying means to achieve further alignment among stakeholders. She advises on reimbursement issues with respect to federal healthcare programs, private payors and self-pay business models. She also helps develop compliance programs and advises on related protocols and best practices. In particular, Ms. Joseph advises on physician self-referral, anti-kickback and other fraud and abuse law matters as well as on patient privacy matters, including HIPAA, 42 CFR Part 2 and corresponding state-level compliance. Amy also assists with internal investigations and assessing and responding to the results, including developing corrective action recommendations and self-disclosures. A sought-after speaker and prolific writer on some of the most complex and critical issues in healthcare law, Ms. Joseph shares her insights in publications and presentations across the country.