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Course Details

Course Information
  • smart_display Format

    On-Demand

  • signal_cellular_alt Difficulty Level

  • work Practice Area

    Health

Date & Time
  • event Date

    Thursday, October 26, 2017

  • schedule Time

    1:00 PM E.T.

  • timer Program Length

    90 minutes

Credit Information

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


  • Live Online


    On Demand

$297.00

This course is $0 with these passes:

CLE
ALL

This CLE course will provide guidance to healthcare counsel when drafting and negotiating representations, warranties, and indemnification clauses in healthcare mergers and acquisitions. The panel will discuss best practices, potential challenges and strategies for allocating risk.

Faculty

Lee A. Barkan
Senior Counsel
Proskauer Rose LLP

Mr. Barkan’s practice focuses on corporate counseling a wide range of healthcare industry clients, including hospitals, academic medical centers, long-term care providers, physicians and physician practices. He advises clients in healthcare transactions, including mergers, acquisitions, joint ventures, leasing arrangements, licensing arrangements, and equity and debt financings. Mr. Barkan offers a distinctive perspective from his experience as both in-house counsel and client representative.

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Richard Zall
Partner
Proskauer Rose, LLP

Description

Healthcare merger and acquisition deals continue to be strong in 2017. Healthcare counsel on both sides of a deal must identify the potential indemnification and liability issues that may arise and plan accordingly.

Counsel can address indemnification in representations and warranties, baskets, caps, and escrow provisions. For example, counsel can craft indemnification provisions with caps on recovery amounts, as well as limits on reps and warranties survival periods, and tailor an indemnification structure to the risks of the particular deal.

Indemnification provisions allow the parties to contractually shift risk and reduce liability exposure. Effective indemnification clauses clearly outline risks that are indemnified, exclusions from indemnity, and procedures for making an indemnification claim. Differing state laws may affect certain aspects of these provisions.

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 common 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 commonly negotiated warranty and indemnification provisions in healthcare M&As?
  • What issues are often disputed when negotiating these provisions? What are effective strategies for resolving them?
  • What approaches should counsel use to protect a client’s interests when negotiating an indemnification provision?